If your California LLC has been suspended or forfeited, you can't legally conduct business, sign contracts, or defend a lawsuit until you restore it to good standing. Two separate agencies can suspend a California LLC: the Franchise Tax Board (FTB), which handles state tax compliance, and the Secretary of State (SOS), which oversees formation filings and periodic reporting requirements.
Each agency requires different forms and fees, and if both have suspended your LLC, you must complete the steps in a specific order or the process will stall.
How to reinstate an LLC in California at a glance
- An FTB-suspended LLC must pay all back taxes, penalties, and interest, then file a certificate of revivor. This can be done online via MyFTB.
- An SOS-suspended LLC must file any missing paperwork and pay associated fees to the Secretary of State via bizFile Online.
- If both agencies suspended your LLC, satisfy SOS requirements first, then complete the FTB revivor process.
- California does not publish a specific statutory deadline for reinstatement, but the FTB may move to administratively cancel an LLC suspended for 60 or more consecutive months, after which reinstatement is no longer available and you would have to form a new entity.
While suspended, your LLC cannot prosecute or defend a lawsuit in California courts, and any contract it signs is voidable at the other party's request. Suspension does not, by itself, erase the LLC's liability shield, but anyone who continues to transact business in the company's name while it is suspended can face a misdemeanor, and the FTB can pursue members or other responsible parties for the entity's unpaid tax in limited circumstances.
How to reinstate a suspended California LLC: Step-by-step
Step 1: Check your LLC's status and identify the suspension source
Use the SOS business search tool and the MyFTB portal to confirm your LLC's current status and which agency suspended it, as described above.
The status of your LLC will be one of the following options.
- Active: No reinstatement needed.
- SOS suspended / SOS forfeited: The SOS suspended the entity for failure to file the required statement of information.
- FTB suspended / FTB forfeited: The FTB suspended the entity for failure to file returns or pay taxes, penalties, or interest.
- SOS/FTB suspended / SOS/FTB forfeited: Both agencies have suspended the entity. A specific filing order is required.
- Dissolved / cancelled / terminated: The entity no longer exists. Reinstatement is generally not available.
Step 2: File missing statements of information with the SOS (if SOS-suspended)
The California Secretary of State only accepts LLC statement of information filings online via bizFile. Paper mail is no longer accepted for LLCs.
- Statement of information: File one for each missed biennial period. The filing fee is $20 per form, plus a $250 penalty per missed period.
- Updated registered agent information: If your registered agent has changed or lapsed, correct it on the same filing.
When filed online, your statement of information is processed and approved immediately.
Do not move on to the FTB step until the SOS confirms your status has changed.
Step 3: Resolve all FTB tax obligations (if FTB-suspended)
Log in to MyFTB to get a complete picture of what you owe and file your back taxes. You must address:
- All delinquent California tax returns. The $800 annual minimum franchise tax accrues every year your LLC is on record, even with zero revenue or activity.
- All back taxes, penalties, and interest. A $2,000 penalty applies for every tax year with missing returns. Interest accumulates on unpaid amounts until fully resolved.
The FTB will not process a revivor application until you satisfy every outstanding obligation. Verify current processing times, penalty amounts, and interest calculations at the FTB website before filing.
Step 4: File the Application for Certificate of Revivor
File this form only after satisfying every outstanding tax obligation. It asks for your LLC's name, entity number, federal tax ID (EIN), SOS number, mailing address, and an authorized signature.
The quickest way to reinstate your LLC is to file online through the FTB portal.
There is no separate filing fee for the revivor application. The cost of FTB reinstatement is simply settling up the back obligations you cleared before submitting.
For dual-suspension situations, make sure to submit a copy of the SOS letter proposing relief from suspension along with your filing.
Step 5: Confirm reinstatement and obtain proof of good standing
Once the FTB approves your application, your LLC's status in the SOS business search should update to "Active." Confirm that change before you resume signing contracts or conducting business.
If you need documentary proof of good standing, request a certificate of status from the California Secretary of State. This is separate from the FTB's certificate of revivor and confirms your LLC is current with both agencies.
If you are navigating dual-suspension timelines, then the total reinstatement time can range from several weeks to several months. The FTB's processing window doesn't begin until you've already cleared the SOS side.
How much does it cost to reinstate a California LLC?
| Item | Amount |
|---|---|
| Statement of information | $20 per year |
| Late penalty | $250 per period |
| FTB tax & fees | $800 minimum per year |
Contact the FTB to determine your exact balance, including any unpaid annual franchise taxes and previous penalties.
When is it too late to reinstate a California LLC?
The FTB can administratively terminate an LLC after a prolonged period of non-compliance, at which point the entity cannot be reinstated.
The FTB initiates administrative dissolution or cancellation of LLCs suspended by the FTB for 60 or more consecutive months. The FTB sends an intent notice letter, and you have 60 days from the notice date to object in writing. If you don't, your business will be administratively dissolved or cancelled.
If the SOS business search shows your LLC as "Terminated," "Cancelled," or "Dissolved" rather than "Suspended" or "Forfeited," reinstatement is no longer available. Your only option is to form a new California LLC, which means new filing fees, potential loss of your original name, and loss of any contracts, licenses, or accounts tied to the old entity.
What happens if you do business while your LLC is suspended?
A suspended California LLC cannot legally enter into contracts, initiate or defend lawsuits, or use its business name. The consequences include the following:
- Voidable contracts. Agreements signed while suspended may be voidable, meaning the other party could walk away.
- Loss of liability protection. Suspension does not by itself remove the LLC's liability shield, but if the LLC can't pay its taxes, the FTB can hold you personally responsible for the unpaid amount when you took assets out of the business, left shareholder loans unpaid, or paid excessive officer salaries.
- Additional state penalties. The state can assess further penalties for continued operation while suspended.
How LegalZoom can help
If you’re ready to reinstate but you’re not sure how to go about it, LegalZoom’s reinstatement service is now paired with Business Manager, our end-to-end compliance management platform. You’ll be paired with a dedicated manager who will help assess your compliance scenario and make a roadmap to get you back into good standing. From there, they’ll help manage compliance due dates and deadlines so you don’t fall behind again, from business licenses to annual reports.
Want a more DIY approach? Explore LegalZoom’s compliance products for structured DIY filings and questionnaires backed by our 25+ years of helping businesses. Even if you’re confident in the next steps, our proven process helps you file the right paperwork, the right way.
FAQs about California LLC reinstatement
What happens if I just let my California LLC expire?
The FTB will continue to assess the $800 minimum franchise tax and penalties each year the LLC remains on record. After 60 or more consecutive months of FTB suspension, the FTB may administratively terminate the entity. If you no longer intend to use the LLC, formally dissolving it is far less costly than abandoning it.
What is a certificate of revivor in California?
A certificate of revivor is the document the FTB issues to confirm a previously suspended LLC has been restored to good standing after satisfying all outstanding tax obligations. Once issued, the FTB notifies the SOS, and the entity's status updates to "Active."
When is a California LLC no longer eligible for reinstatement?
When the FTB has administratively terminated the entity. The FTB initiates administrative dissolution or cancellation of LLCs FTB-suspended for 60 or more consecutive months. If the SOS business search shows your LLC as "Terminated," "Cancelled," or "Dissolved," reinstatement is no longer available and forming a new LLC is your only path forward.
Can my LLC name impact the reinstatement process?
Possibly. The Secretary of State will likely deny your revivor request if the entity name is no longer available. This is because, when your LLC is suspended, your business name can become available to other companies. Make sure to check name availability through the SOS business search before you invest time and money in the reinstatement process.
Daniel Smith contributed to this article.
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