Reviving a Suspended California Corporation or LLC, Step by Step

A suspension notice usually arrives at a bad moment: in the middle of a sale, a loan, a lease renewal or a dispute with a customer. The Franchise Tax Board puts the consequence plainly. When a business has been suspended or forfeited, “it is not in good standing and loses its rights, powers, and privileges to do business in California.” Getting those rights back is called revivor, and for most companies it runs through two state agencies in a set order.

This guide walks through that order. It applies to California corporations and LLCs, and to out-of-state companies registered to do business here. Our separate guide explains what a suspension means and why it happens.

Step 1: Find out who suspended the company, and why

Two agencies can suspend a California entity, and they can do it at the same time. The Franchise Tax Board generally suspends a business that fails to file a return or to pay taxes, penalties, fees or interest. The Secretary of State suspends or forfeits a business for not filing the required Statement of Information, and may impose a $250 penalty that the Franchise Tax Board collects.

Start by pulling the company's status on bizfile Online, the Secretary of State's business search, and the account in MyFTB, where the Franchise Tax Board says you may be able to see the reason for the suspension. The fix depends on which agency acted, so this step decides everything after it.

Step 2: Know what the company cannot do in the meantime

While it is suspended, the Franchise Tax Board lists what a business cannot do, including:

• Legally do business
• Sell, transfer or exchange real property
• Bring an action or defend the business in court
• Legally close or dissolve the business
• Keep the right to use its business name

Contracts are the part owners most often miss. In the Franchise Tax Board's words, “If you enter into any contracts while you are not in good standing, the other party can void the contract.” Unless relief is granted, those contracts remain voidable and unenforceable. The agency offers optional relief from contract voidability on Form FTB 2518BC, at $100 per day of the relief period, capped at the tax due for that period. A corporation suspended by the Secretary of State only is not subject to contract voidability. If the company signed anything important while suspended, this is a decision to make before revivor, because the Franchise Tax Board says you can choose the relief period if you purchase it before reviving.

Step 3: Bring the tax filings and payments current

The Franchise Tax Board's revivor requirements are short: file all past due tax returns, pay all past due tax balances, and file a revivor request form. The second item is often larger than owners expect. Entities registered with the Secretary of State “must file and pay at least $800 franchise or annual tax from their registration date to current, regardless of business activity.” A company that stopped operating years ago but was never formally dissolved can owe that minimum for every year since.

Two more points from the same page. A business may face a $2,000 penalty per tax year for failing to file missing returns within 60 days after a written demand. And if the company cannot pay its taxes, the agency may hold owners personally responsible in some situations, such as when assets were taken out of the business or officers were paid excessive salaries. Work with the company's tax preparer on the returns; we coordinate the legal side.

Step 4: Bring the Secretary of State filing current

The Franchise Tax Board will not finish a revivor until the Secretary of State side is clean: “Your business must be in good standing with the Secretary of State (SOS) to revive your business entity.” According to the Secretary of State, an entity suspended for a missing Statement of Information revives by filing a current Statement of Information online at bizfile Online, and, where a claim was paid, by reimbursing the Victims of Corporate Fraud Compensation Fund. The filing fee for a Statement of Information is $20 or $25.

One new obstacle: since August 1, 2026, the Secretary of State requires web User Access before anyone can file a Statement of Information online, and the filing option is hidden until access is set up. Our guide to User Access for the Statement of Information explains it. Set it up first, or the revivor stalls on a missing button.

Step 5: File the revivor application

Corporations apply with the Application for Certificate of Revivor, Form FTB 3557 BC; LLCs use Form FTB 3557 LLC. The Franchise Tax Board also offers an online revivor application. When the Secretary of State also suspended the company, its FAQ describes the sequence: file the current Statement of Information, obtain a Proposed Relief Letter from the Secretary of State, then submit Form FTB 3557 with that letter. The Secretary of State notes that the business remains suspended until both agencies' requirements are met.

Step 6: Confirm the company still owns its name

A suspended company does not keep the right to its name. The Franchise Tax Board states that the Secretary of State will deny a revivor request if the entity name is no longer available, and will require the business to choose a new name. If another company has taken the name, the revivor includes amending the articles to adopt a new one, and the company's bank, contracts, licenses and signage then need to catch up.

After revivor: what it fixes and what it does not

A certificate of revivor puts the company back in good standing, so it can sign contracts, sell property, and bring or defend a case again. It does not erase what is still owed, and it does not by itself cure contracts signed while the company was suspended, which stay voidable unless relief from contract voidability was granted. The penalties assessed during the lapse remain the company's debt.

The lasting fix is a calendar. A corporation files its Statement of Information every year and an LLC every two years, in the month the entity was registered, and the minimum tax is due every year whether or not the business earned anything. Our guide to corporate minutes and annual compliance lays out the full year.

How we handle a revivor

Donald W. Flaig handles revivors for California corporations and LLCs from start to finish: confirming which agency suspended the company and why, coordinating the missing returns with your tax preparer, setting up User Access and filing the Statement of Information, preparing the revivor application, deciding whether relief from contract voidability is worth buying, and checking the name before the state does. When a sale, loan or court date is waiting on good standing, tell us the deadline on the first call. The first conversation is free.

This article is general information, not legal advice, and does not create an attorney-client relationship. Estate and business law change often and depend on your specific situation. Speak with Donald W. Flaig before acting.