What happens if your California LLC misses its Statement of Information or its franchise tax, and how to revive it
California’s own word for it: “Suspended” (by the Franchise Tax Board, the Secretary of State, or both). Time limit to get back: None while suspended. Tax clearance: No (the FTB revivor is the tax step).
Checked against the California Secretary of State and California Franchise Tax Board, September 2026.
- What California calls it
- “Suspended” (by the Franchise Tax Board, the Secretary of State, or both)
- Tax clearance
- No(the FTB revivor is the tax step)
- Time limit to get back
- None while suspended
How it unfolds in California
- MissedStatement of Information
- Status“Suspended” (by the Franchise Tax Board, the Secretary of State, or both)
- The way backFTB 3557 LLC (revivor) and/or a current Statement of Information
California Secretary of State (entity records, Statement of Information) and California Franchise Tax Board (tax suspension and revivor)
What does California call a company that missed its filings?
A domestic LLC’s “powers, rights, and privileges” are “suspended” — either by the Franchise Tax Board (FTB suspended, R&TC §23301/§23301.5) or by the Secretary of State for a missing Statement of Information (SOS suspended, Corp. Code §17713.10); an entity can be suspended by both at once (“SOS/FTB suspended”). “Forfeited” is the statutory term for FOREIGN entities (forfeiture of the exercise of powers in California), not domestic LLCs. An LLC FTB-suspended for 60+ continuous months can be “administratively canceled” (status then shows CANCELLED).
What triggers it in California?
FTB suspension: failure to pay tax, penalties or interest by the statutory deadlines, or failure to file a required tax return (R&TC §§23301, 23301.5). SOS suspension: failure to file the biennial Statement of Information where no statement has been filed in the preceding 24 months and the LLC was already certified for the late-filing penalty for that period (Corp. Code §17713.10(a), §17702.09).
Before it happens
FTB must mail a notice preliminary to suspension at least 60 days before the suspension date (R&TC §21020). SOS notifies the LLC that its powers will be suspended after 60 days if it does not file the Statement of Information (Corp. Code §17713.10(b)). Before administrative cancellation, FTB mails an intent notice and SOS posts the entity on its website for 60 days; a written objection to FTB within that period buys 90 days to revive (FTB may extend once by 90 days) (Corp. Code §17713.10.1).
How do you revive a California LLC?
FTB suspension: Application for Certificate of Revivor – Limited Liability Company (FTB 3557 LLC), filed online, by mail to FTB, or (in qualifying urgent situations such as litigation, escrow or a pending loan) in person at an FTB field office; FTB then issues a certificate of revivor. SOS-only suspension: file a current Statement of Information online at bizfileOnline.sos.ca.gov. If suspended by both: file the Statement of Information first, obtain an SOS Proposed Relief Letter, then submit FTB 3557 with a copy of that letter to FTB.
Where to file
Franchise Tax Board (revivor for FTB suspension); California Secretary of State (Statement of Information to lift SOS suspension). The Secretary of State must endorse name availability before FTB issues the certificate of revivor (R&TC §23305a).
Missed filings and fees
Yes for FTB: file all tax returns required and pay all tax, additions to tax, penalties, interest and other amounts due (R&TC §23305). For SOS: one current Statement of Information is filed. Any Statement of Information late penalty is assessed/collected by FTB.
Is there a deadline in California?
No deadline to apply for revivor while the LLC is merely suspended. But an LLC suspended by FTB for 60 or more continuous months may be administratively canceled after a 60-day notice period (plus a 90-day revival window, extendable once, if it objects in writing).
After that
Once administratively canceled, the LLC’s rights, powers and privileges cease and there are no appeal rights; SOS says the business cannot apply to be revived/reinstated and must form a new entity. Qualified unpaid taxes, interest and penalties are abated on cancellation.
Do you need tax clearance in California?
No
No separate tax clearance letter — the FTB’s own certificate of revivor is the tax-side relief. For an FTB suspension, all required returns must be filed and all tax, penalties and interest paid (unless FTB grants a conditional revivor under R&TC §23305b). An LLC suspended only by the SOS is relieved by filing the Statement of Information unless it is also held in suspension by FTB (Corp. Code §17713.10(d)).
What happens to the company name meanwhile?
No. A suspended entity loses the right to use its name; SOS will deny the revivor if the name is no longer available and require a new name. The articles may be amended to set forth a new name even while suspended (R&TC §23305a; Corp. Code §17713.10(c)). If another party has reserved or is using the name, the entity must change its name, get a release of the reservation, or persuade the other entity to change.
What changes once it is fixed?
On issuance of the certificate of revivor the LLC is reinstated, but without prejudice to any action, defense or right that accrued by reason of the suspension; contracts made while suspended remain voidable unless relief from contract voidability is obtained (R&TC §§23304.1, 23305.1). Only if FTB finds the suspension was its own error is the entity “restored” retroactively as if never suspended (R&TC §23305c(c)).
What changes for corporations in California?
Same FTB suspension/revivor scheme (R&TC §23301 et seq.) but corporations use FTB 3557 BC. SOS suspension for missing Statement of Information is under Corp. Code §2205 (stock corporations file annually, LLCs biennially). FTB-suspended domestic corporations (60+ continuous months) face “administrative dissolution” under Corp. Code §2205.5 rather than LLC “administrative cancellation”. A corporation suspended by the SOS only is not subject to contract voidability.
What should you file first?
There is no separate tax clearance step for a California LLC, so the filing comes first, with the missed filings and fees described above.
The filing
FTB 3557 LLC (revivor) and/or a current Statement of Information
Where it goes
Franchise Tax Board (revivor for FTB suspension); California Secretary of State (Statement of Information to lift SOS suspension). The Secretary of State must endorse name availability before FTB issues the certificate of revivor (R&TC §23305a).
What does California ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (Form LLC-1) | At formation | N/A |
| Statement of Information — corporations | Statement of Information (filed in bizfile Online) | Within 90 days of registering, then every year during the filing window: your registration-anniversary month and the five calendar months before it | Franchise Tax Board penalty, plus suspension or forfeiture of the entity’s powers |
| Statement of Information — LLCs | Statement of Information (filed in bizfile Online) | Within 90 days of registering, then every two years during the same six-month filing window | Franchise Tax Board penalty, plus suspension or forfeiture of the entity’s powers |
| LLC annual tax (Franchise Tax Board) | LLC Tax Voucher (FTB 3522) | By the 15th day of the 4th month of your taxable year — April 15 for a calendar-year LLC; the first year’s payment is due by the 15th day of the 4th month after you register | Penalties and interest accrue until it is paid |
| Change of agent for service of process | Statement of Information (there is no standalone change-of-agent form) | Whenever the agent or the agent’s address changes | N/A |
From the same California record as the California agent for service of process page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring California deadline in your calendar with the compliance calendar, or see what California requires of your agent for service of process.
Which California laws govern it?
Suspension: R&TC §§23301, 23301.5, 23302 (FTB); Corp. Code §17713.10 (SOS, Statement of Information). Revivor: R&TC §§23305, 23305a, 23305b, 23305c (certificate of revivor from FTB); Corp. Code §17713.10(d) (relief from SOS suspension on filing the Statement of Information). Administrative cancellation of long-suspended LLCs: Corp. Code §17713.10.1 (added by AB 2503, 2018).
Sources, checked September 2026:
- California Legislature (leginfo)— R&TC §§23301-23305c; Corp. Code §§17713.10, 17713.10.1
- California Legislature (leginfo)— R&TC §§23301, 23301.5; Corp. Code §§17713.10, 17713.10.1, 17713.11
- California Legislature (leginfo)— R&TC §§23301, 23301.5; Corp. Code §§17702.09, 17713.10
- California Legislature (leginfo)— R&TC §21020; Corp. Code §§17713.10(b), 17713.10.1(b)-(g)
- California Franchise Tax Board— FTB ‘My business is suspended’; SOS Business Entities FAQs
- California Franchise Tax Board— FTB ‘My business is suspended’; R&TC §23305a
- California Legislature (leginfo)— R&TC §§23305, 23305b; Corp. Code §17713.10(d)
- California Legislature (leginfo)— R&TC §23305; Corp. Code §17713.10(d)
- California Franchise Tax Board— FTB ‘My business is suspended’; SOS FAQ; R&TC §23305a
- California Legislature (leginfo)— R&TC §23305; Corp. Code §17713.10.1
- California Secretary of State— SOS ‘FTB Pending Administrative Termination Notice’ FAQ; Corp. Code §17713.10.1(h)-(k)
- California Legislature (leginfo)— R&TC §§23305a, 23305c
- California Legislature (leginfo)— Corp. Code §§2205, 2205.5; FTB ‘My business is suspended’
Checked against the California Secretary of State (entity records, Statement of Information) and California Franchise Tax Board (tax suspension and revivor) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
California
Behind on a California filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the California Secretary of State and California Franchise Tax Board, and state fees are confirmed with you before anything is filed.