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How to Reinstate a California LLC

To revive a California LLC, you’ll need to file your missed Statement of Information with the California Secretary of State and/or an Application for Certificate of Revivor with the California Franchise Tax Board. You’ll also have to pay steep penalties. Below, we provide a free, step-by-step guide to reinstating your California LLC.

Revive Or Reinstate A California Limited Liability Company

There are two agencies with the power to suspend or forfeit your California LLC: The California Secretary of State (SOS) and the California Franchise Tax Board (FTB). The steps needed to revive your California LLC will depend on which agency issued the suspension.

If your California LLC is SOS suspended, it was suspended by the Secretary of State. You’ll need to:

  • File your missing Statement of Information
  • Pay the $20 filing fee
  • Pay a $250 penalty to the Franchise Tax Board

If your California LLC is FTB suspended, it was suspended by the Franchise Tax Board. You’ll need to:

  • File all past due tax returns
  • Pay all penalties and fines (including a $2,000 penalty per tax year for failing to file a return)
  • File an Application for Certificate of Revivor (FTB 3557 LLC)

What does SOS FTB suspended mean?

An SOS FTB suspension means that your California LLC has been suspended by both the Secretary of State and the Franchise Tax Board.

How do I revive an SOS FTB suspended LLC?

If your LLC is SOS FTB suspended, you’ll need to resolve your issues with the Secretary of State first. The Franchise Tax Board won’t revive your LLC until you’re in good standing with the Secretary of State.

First, file your Statement of Information with the Secretary of State. You’ll received a letter of proposed relief from suspension or forfeiture. You’ll need this letter to prove to the Franchise Tax Board that you’re in good standing with the Secretary of State.

Next, file an Application for Certificate of Revivor with the Franchise Tax Board. Include a copy of the letter of proposed relief from suspension or forfeiture.

Your California LLC won’t be revived until you fulfill the requirements of both agencies.

Where do I find the California Application for Certificate of Revivor?

The Franchise Tax Board does not make the Application for Certificate of Revivor available online. You need to enter your email in this field to request an Application for Certificate of Revivor.

What information do I need for the California Application for Certificate of Revivor?

To file the Application for Certificate of Revivor, you’ll need to provide basic information about your California LLC, like your entity number, FEIN, SOS number, name, and address.

The form also requires a signature from a member, manager, or “any person having an interest in relief from suspension or forfeiture.

If you obtained a letter of proposed relief from suspension or forfeiture from the California SOS, include that, too.

How much does it cost to revive a California LLC?

Once the Secretary of State and/or the Franchise Tax Board send notices of pending suspension/forfeiture, steep late fees apply.

  • For an SOS suspension in California, you’ll owe a $250 late fee in addition to the $20 filing fee.
  • For a FTB suspension in California, you’ll need to pay whatever taxes and late penalties you owe, plus the $2,000 suspension penalty.

How long does it take to revive a California LLC?

The Secretary of State will typically process your late Statement of Information form within five business days, with longer wait times during busy periods.

The Franchise Tax Board can take up to one month to process the Application for Certificate of Revivor.

Can you change your California registered agent when you reinstate?

Yes. You can change your California registered agent on the Statement of Information form.

What if someone else is using my California LLC’s name?

When your California LLC is suspended, your name becomes available to other companies. If another business has adopted your name, you won’t be able to reinstate your California LLC under your old name. You can conduct a preliminary search on the Secretary of State’s website to see if your name is still available, but for a more certain answer, send a Name Availability Inquiry Letter.

If another company is using your name, you’ll need to choose a new name and amend articles of organization.

How long do I have to revive my California LLC?

If you’ve been suspended by the Franchise Tax Board for more than 60 months, the board will issue a FTB Pending Administrative Termination Notice. From that point, you have 60 days before the board administratively terminates your California LLC. Once terminated, you can no longer reinstate. You’ll need to start over and form a new California LLC.

How do I file the California Application for Certificate of Revivor?

You can file the Application for Certificate of Revivor by mail:

Business Entity Correspondence
Franchise Tax Board
PO Box 942857
Sacramento, CA 94257

If your California LLC is involved in business litigation, business escrow, a pending loan, or a pending federal grant, you may qualify to revive in person at one of the following offices:

300 South Spring Street, Suite 5704
Los Angeles, CA 90013

1515 Clay Street, Suite 305
Oakland, CA 94612

3321 Power Inn Road, Suite 250
Sacramento, CA 95826

7575 Metropolitan Drive, Suite 201
San Diego, CA 92108

600 West Santa Ana Boulevard, Suite 300
Santa Ana, CA 92701

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