When a corporation's status is suspended, the corporation has lost all its rights and privileges as a corporation and cannot legally operate. California Corporations can achieve good standing status but first, they must be revived. Two powers have the authority to suspend and revive a corporation. The first being the California Secretary of State's office and the second being the California Franchise Tax Board.

***IF YOU ARE NOT AN ATTORNEY OR CPA, PLEASE DO NOT CONTACT US FOR FILING ASSISTANCE UNTIL YOU HAVE READ THIS ENTIRE PAGE AND CALLED THE SECRETARY OF STATE AND/OR THE FRANCHISE TAX BOARD. We are unable to assist you or answer any questions until the revivor requirements have been obtained from the state agency. Their phone numbers are listed below under Step 2. Thank you.***

Reason's for suspension

California Secretary of State's office: 1. Failure to file and pay the annual Statement of Information. Failure to file a Statement of Information on time may results in a $250.00 late fee. In addition, the California Franchise Tax Board may assess interest on the $250.00 late fee.

California Franchise Tax Board's office:

1. Failure to pay the minimum tax of $800.00 a year (assessed after the first year) or failure to pay any taxes that are owed.
2. Failure to file tax returns. Tax returns are required annually regardless if the corporation was doing business or not.
3. Failure to file the Statement of Information with the California Secretary of State which resulted in a $250.00 late fee that has accrued interest.

NOTE: A corporation can be suspended by the Secretary of State ONLY, the Franchise Tax Board ONLY, or both the Secretary of State AND the Franchise Tax Board.

Steps for corporate revival

Step 1: Establish which agency suspended the corporation and why - Conduct preliminary research by consulting with your client. Have they been filing their Statement of Information each year? Have they filed their tax returns annually since the inception of the corporation? Have they paid the minimum tax of $800.00 each year since the corporation was filed with the California Secretary of state if formed prior to the year 2000? If formed in the year 2000 or after, did they pay a minimum tax for their second calendar year and every year thereafter? By asking these questions, valuable time is saved as you can often establish why the corporation is suspended.

Step 2: Contact the Secretary of State or Franchise Tax Board or both:

Call the Secretary of State at 916-653-3365. Press 1, then 1, then 0 to speak to a representative. Have the corporation's legal name and Secretary of State file number available when you call. Make sure to write down the name of the person you speak to including where they are located (Statement of Information unit, Corporate Filings unit, etc.)

Call the Franchise Tax Board (FTB) at 800-852-5711. Have the corporation's legal name and Secretary of State file number available when you call. You will need to ask for corporate revival requirements. If the corporation has not filed a tax return in more then a year or two, they may not give you revival requirements until they receive the tax returns. Otherwise, they will tell you how much the corporation owes and which forms they need in order to revive the corporation. Make sure to write down the name of the person you speak to including their Station ID number. The FTB is famous for giving out conflicting information each time you call them about the same issue. If you get a person that doesn't sound like they know what they are talking about, get their name and station ID number, hang up and call back and make sure you don't get the same person.

NOTE: Remember, State employees cannot be fired for being rude, incompetent, or for giving out the wrong information. Trust your instincts. If a state employee from either agency gives you information that does sound quite right, call back until find somebody that seems to know what they are talking about or ask to speak to a supervisor. Before you hang up, make sure you get the person's name, or station ID number (FTB only), and which department they work in so you can hold them accountable later. We share this with our clients to spare them from lost time and extreme frustration.

Step 3: File required documents with the suspending agency - In many cases, a Statement of Information must be filed for revival. We can file the document on an expedited basis and upon filing we can obtain a Notice of Revivor for your records. To file a Statement of Information, click here.

If the corporation is suspended by the Secretary of State and the Franchise Tax Board, the Franchise Tax Board will require a Proposed Letter of Relief of Suspension at the time of filing the Statement of Information. We can obtain that for you when we file your Statement of Information. Just make sure to let us know in advance that your corporation is suspended. To file a Statement of Information and retrieve a Letter of Relief of Suspension, click here.

FAQ: Can I file the Statement of Information on-line on the Secretary of State's website? Yes, you can but you will not receive a file stamped copy OR a Notice of Revivor OR a Proposed Letter of Relief of Suspension. You MUST have either document are the Franchise Tax Board will NOT revive the corporation.

Once the Statement of Information is filed, you will need to send or fax the Proposed Letter of Relief to the Franchise Tax Board. We highly recommend that you work with the same agent at the Franchise Tax Board throughout the revival process so you may want to verify that they are not leaving on vacation and that they will be available for at least a month. You will also have to complete a Certificate of Revivor. Most often the FTB agent will fax you all the required forms but if they don't, ask them specifically which forms they need and you can download the forms from their website at http://www.ftb.ca.gov/

Step 4: Corporation is Revived - Once all the paperwork is filed and tax payments are made, the Secretary of State and Franchise Tax Board will reinstate all the rights and privileges of the corporation. If your client requires a Certificate of Good Standing, we can obtain one for them. Please click here to order a Certificate of Good Standing.

Return to top

COMMON PROBLEMS THAT CAN ARISE WHILE ATTEMPTING TO REVIVE A CORPORATION

The best case scenario is that your client's corporation can be revived by following the steps above. However, there are situations that can arise that slow down the revival process. A common problem is the corporation has been suspended for awhile and another corporation has taken their name or has a name so similar that your client's corporation will not be permitted to revive without changing their name. Although this can be devastating to your client, the problem can be solved by simply filing a Certificate of Amendment with the California Secretary of State. Please note that you cannot amend anything else except the name while the corporation is suspended. It is just one of those Secretary of State's stipulations. We can help you check name availability and file the Certificate of Amendment on an expedited basis.

Under certain circumstances, an entity may request a walk-thru revivor. A walk-thru revivor is a one-day process and requires an entity’s authorized representative to obtain an appointment to personally appear at a field office. The entity must have a pending escrow, pending loan, or pending litigation to be considered for a walk-thru revivor. A Franchise Tax Board fee of $100.00 will be charged for a walk-thru revivor.

Contact your local Franchise Tax Board office for appointment information. Sun Document Filings no longer provides walk-thru revivor services.

Return to top

NOTE: We hope you find our corporate revivor steps useful and easy to follow. Nothing contained in our steps should be construed as giving legal or financial advice. Our intended audience is attorneys and accountants. Therefore, if you are not an attorney or accountant, you should contact an attorney or accountant for specific legal or tax questions regarding your corporation. Please be aware that the Franchise Tax Board and Secretary of State are government agencies and can change their fees/procedures/forms/turnaround times without notification. Although we do our best to update our steps and stay current, we shall not be held liable for any omissions or errors contained. We do not profess to be giving legal or financial advice to the general public as we are a typing and filing agency.