StandingChecker

State guides/California/reinstate

How to reinstate a dissolved LLC or corporation in California

What happened

California marks entities "SOS Suspended" (missed Statement of Information) or "FTB Suspended" (unpaid franchise tax). A suspended entity can't enforce its contracts, defend itself in court, or stop someone else from taking its name.

How to fix it, step by step

  1. 1Check which agency suspended you — the Secretary of State, the Franchise Tax Board, or both (the registry status says which).
  2. 2File all overdue Statements of Information with the Secretary of State ($20 LLCs / $25 corporations each).
  3. 3If FTB-suspended: file all missing tax returns, pay the balance (including the $800 minimum per year plus penalties), and submit FTB Form 3557 (Application for Certificate of Revivor).
  4. 4Wait for the revivor to process, then confirm the registry shows Active again.
  5. 5Set reminders so the next Statement of Information never slips.

What it costs

The filings themselves are cheap ($20–25 each), but FTB suspensions carry the real cost: the $800/year minimum franchise tax for each unpaid year, plus a $250 SOS penalty and FTB penalties and interest. Total depends entirely on how long you've been suspended.

How long you have

No fixed cutoff, but while suspended your name is unprotected — another company can legally take it, and contracts you sign may be voidable.

Worth knowing

California is a two-agency problem — many founders fix the SOS side and don't realize the FTB suspension remains. Confirm BOTH show clear.

Want it handled for you?

A compliance filing service can run the whole reinstatement — the back filings, the fees, the state paperwork — so you can get back to the actual business.

File directly with the state: bizfileonline.sos.ca.gov · Related: California filing requirements

General information from public sources, not legal advice. Fees and procedures change and depend on your entity's history — confirm with the state before relying on them. Some links above are referral links that support this free tool.