To revive a suspended California business entity, you file all delinquent tax returns, pay every dollar of back taxes, penalties, interest, and fees, and submit a revivor application to the Franchise Tax Board. If the Secretary of State also suspended you, file the missing Statement of Information with that office too. Once the FTB approves the package and the SOS confirms your name is still available, the FTB issues a Certificate of Revivor and your entity returns to active status.
The process is manageable when only a year or two is missing. It gets expensive when several years have stacked up, and it can become impossible if you wait too long.
Find Out Who Suspended You and Why
Two different agencies can suspend a California entity, and the fix depends on which one acted. The Franchise Tax Board suspends businesses that fail to file required tax returns or fail to pay taxes, penalties, fees, or interest when due.1Franchise Tax Board. My Business Is Suspended The Secretary of State suspends businesses that fail to file a required Statement of Information, an annual filing for corporations and biennial for LLCs.2California Secretary of State. Statements of Information Filing Tips Both agencies can suspend you at the same time, and if that has happened you need to resolve the issues with each before the revivor will go through.
Check your entity’s current status and the suspending agency through the Secretary of State’s online Business Search. An FTB suspension means missing returns or unpaid balances. An SOS suspension means a Statement of Information was never filed, and it also carries a $250 penalty that the FTB collects on the SOS’s behalf.1Franchise Tax Board. My Business Is Suspended
While suspended, your entity cannot sue, defend a lawsuit, or enforce contracts. Any contract you sign during the suspension is voidable by the other party.1Franchise Tax Board. My Business Is Suspended Bank accounts may be restricted, loan applications get declined, and real estate deals stall. That is the practical stake in moving quickly.
Watch the 60-Month Deadline
Read this section before you do anything else. If a domestic corporation has been continuously suspended by the FTB for 60 months or more, the state can administratively dissolve it under Corporations Code Section 2205.5.3California Legislative Information. California Corporations Code 2205.5 Domestic LLCs and stock corporations face a similar FTB administrative termination. Once that happens, the entity is permanently dead. It cannot be revived. Your only path forward is registering a new entity.4California Secretary of State. FTB Pending Administrative Termination Notice
The SOS mails a notice before termination becomes final, giving you a 60-day window to act. If one of those notices has arrived, treat the revivor as an emergency. After the termination date, no amount of back taxes or late filings will bring the entity back.
Add Up What You Owe
You need to know the full balance before you assemble the package, because the FTB will not issue a certificate until everything is paid. Every California corporation and LLC owes at least $800 per year in minimum franchise tax whether or not it earned any income.5Franchise Tax Board. Corporations Three years of suspension means $2,400 in minimum tax alone.
On top of the base tax, the FTB charges interest on unpaid balances. For the full calendar year 2026, the corporation underpayment rate is 7%, compounded daily.6Franchise Tax Board. Interest and Estimate Penalty Rates Late-filing and late-payment penalties apply to each delinquent return. LLCs with gross income above $250,000 also owe an annual LLC fee on top of the minimum tax. If the SOS suspended you, add the $250 Statement of Information penalty.
If you are not sure what returns are missing or what balances the FTB is showing, call the FTB business entity line or log into MyFTB to pull your account history before assembling anything.
File the Revivor Application
Corporations file Form FTB 3557 BC. LLCs file Form FTB 3557 LLC. The FTB also offers an online revivor application as an alternative to the paper forms.1Franchise Tax Board. My Business Is Suspended You will need the entity’s exact legal name and its California entity number.
The package includes more than the form itself. You must submit:
- Every delinquent tax return, prepared, signed by an authorized representative, and included in the package.
- Full payment of all outstanding taxes, penalties, interest, and fees. Make checks payable to the Franchise Tax Board and write the entity number on the payment.
- If the SOS suspended you, file the delinquent Statement of Information directly with the Secretary of State. The entity must be in good standing with the SOS before the FTB will issue the certificate.1Franchise Tax Board. My Business Is Suspended
You do not need to be an officer or director. Under Revenue and Taxation Code Section 23305, any stockholder, creditor, surviving director, officer, or person with an interest in reviving the entity can file.7California Legislative Information. California Revenue and Taxation Code 23305 A business partner, an investor, or a creditor trying to collect can start the process.
Mail the completed package to: Franchise Tax Board, PO Box 942857, Sacramento, CA 94257-4040.1Franchise Tax Board. My Business Is Suspended Send it certified so you have delivery confirmation. You can pay outstanding balances through FTB Web Pay, but include proof of payment with the paper application.
Use a Walk-Through Revivor if You Have an Urgent Deal
If you need to close an escrow, respond to active litigation, secure a pending loan, or finalize a pending federal grant, waiting weeks for a mailed application to work its way through is not realistic. The FTB offers a walk-through revivor at its field offices for those situations.1Franchise Tax Board. My Business Is Suspended
The requirements:
- A qualifying reason: active litigation, an escrow, a pending loan, or a pending federal grant. Personal matters in your own name do not qualify.
- Arrive by 2:00 PM at most offices, or by 1:00 PM at the Los Angeles office.
- All supporting documents dated within 30 days of your request.
- The Walk-Through Revivor Request Checklist (FTB 3557 W PC) completed before you arrive.
Everything from the regular process still applies. All delinquent returns must be filed, all balances paid, and the Statement of Information current with the SOS. The walk-through only speeds up how quickly the FTB processes a complete package.
Fix Contracts You Signed While Suspended
Reviving your entity restores your powers going forward. It does not automatically cure contracts signed during the suspension. Those contracts remain voidable by the other party unless you separately obtain Relief from Contract Voidability. Owners often miss this and then watch a counterparty walk away from a deal signed during the suspension period.
You request the relief on Form FTB 2518 BC. The FTB charges $100 per day for each day of the period you want covered, capped at the amount of tax owed for that period.8Franchise Tax Board. FTB 1024 Penalty Reference Chart If no return was due for a given period, the cap defaults to the $800 minimum franchise tax.1Franchise Tax Board. My Business Is Suspended You can choose your relief period if you purchase the relief before completing the revivor. Once approved, the FTB issues a Certificate of Relief from Contract Voidability.
This relief is not available for general partnerships, limited partnerships, or limited liability partnerships, and it does not apply to corporations suspended only by the SOS, since that type of suspension does not trigger contract voidability by itself.1Franchise Tax Board. My Business Is Suspended
What Happens After You File
Expect a wait. The FTB’s general processing time for mailed correspondence runs roughly 60 days or more, and complex revivor cases with multiple delinquent years or disputed balances take longer. Check the FTB’s posted wait times for current estimates. If the FTB finds the application incomplete or identifies additional tax owed, it will send a notice. Respond right away, because unanswered notices lead to closed applications.
Before issuing the certificate, the FTB needs the Secretary of State to confirm your entity’s name still meets California’s naming requirements.9California Legislative Information. California Revenue and Taxation Code 23305a If another entity registered a name too close to yours while you were suspended, the SOS will deny the revivor until you adopt a new name.1Franchise Tax Board. My Business Is Suspended Run a preliminary check on the SOS Business Search before filing. If a conflict exists, you will need to amend your articles of incorporation or organization to adopt an available name before the revivor can go through.
Once the FTB approves the application and the SOS clears your name, the FTB issues the Certificate of Revivor and updates your status. Confirm the change from “suspended” or “forfeited” to “active” on the Secretary of State Business Search. The certificate itself is your proof of good standing for banks, lenders, landlords, and anyone who needs documentation that the entity is restored.
Ask the SOS to Waive the $250 Statement of Information Penalty
If the SOS added the $250 penalty for a late Statement of Information, you can request a waiver after filing the delinquent statement. The SOS offers an online waiver request form where you provide your entity name, registration number, and a written explanation of why the filing was late.10California Secretary of State. Email Penalty Waivers for Failing to File Statement of Information The waiver is discretionary. The current Statement of Information must already be on file before the SOS will consider the request. A first-time late filing with a reasonable explanation is commonly granted. Repeat offenders have a harder time.