Why No Change Is Not An Option

Allen Matkins
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Allen Matkins

California permits foreign and domestic corporations to file a statement of statement of "No Change" (Form SI 550NC) if the following three conditions are met:

  • The corporation is a California stock, agricultural cooperative or registered foreign corporation;
  • A previous complete Statement of Information has been filed with the California Secretary of State;  and
  • There has been no change in any of the information contained in the previous complete Statement of Information.

Unfortunately, this option is not available this year and all corporations will be required to file a complete Statement of Information (Form SI 550).  No change is not an option due to the enactment of AB 3075 (Gonzalez).  See California Governor Signs "Wacky" Successor Liability Bill Into Law.  Among other things, AB 3075 requires the annual statement to disclose whether any officer or any director has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code.  Cal. Corp. Code §§ 1502 & 2117.  After an annual statement has been filed including this disclosure, the corporation may once again file a "no change" statement (assuming, of course, that there has been no change).

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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