In short
- A suspension comes from one of two state offices, or from both.
- The Secretary of State suspends a company for a missing Statement of Information. The Franchise Tax Board suspends a company for missing tax returns or unpaid tax.
- The state's business search shows which office did it.
- Each office has its own fix. Clearing one does not clear the other.
- The Franchise Tax Board's revival steps include filing every past-due tax return and paying everything owed.
What does suspended mean?
The Franchise Tax Board says that when a business has been suspended or forfeited, "it is not in good standing and loses its rights, powers, and privileges to do business in California."
Suspended is not the same as closed. The company still shows up in the state's business search.
A company formed in another state and registered to do business in California is called forfeited instead of suspended. The official pages linked in this guide cover both.
What a suspended company cannot do
The Franchise Tax Board says the things a suspended company cannot do include:
- legally do business
- sell, transfer or trade real estate
- get a tax refund, or get the automatic extension of time to file a tax return
- protest a tax bill, or appeal it to the Office of Tax Appeals (the state office that hears tax appeals)
- close down the normal way
- keep the right to use its name
- keep its tax-exempt status
Source: the Franchise Tax Board's My business is suspended page.
Which office suspended it?
Two different state offices can suspend a California company. They check different things, so the first step is finding out which one acted.
Secretary of State
Keeps California's official list of businesses. It suspends a company that does not file its Statement of Information. That is a short report that lists who runs the company and how to reach it.
Status shows: SOS SuspendedFranchise Tax Board
California's business tax office. It suspends a company that does not file its tax returns or does not pay what it owes.
Status shows: FTB SuspendedHow to check
Search the company's name on the Secretary of State's bizfile business search. The status tells which office acted:
SOS SuspendedThe Secretary of State suspended it for a missing Statement of Information.FTB SuspendedThe Franchise Tax Board suspended it for not meeting tax requirements.SOS/FTB SuspendedBoth offices did. Each one has to be cleared.
SOS is short for Secretary of State. FTB is short for Franchise Tax Board. Companies formed in another state show the same codes with the word Forfeited. The Secretary of State's status definitions page explains each one.
For the tax side, the Franchise Tax Board says the reason may show in a MyFTB account. That is its online account for taxpayers. Its suspended business page lists a phone number for questions.
Amounts and deadlines can depend on a company's own facts. A tax professional can confirm what applies to yours.
How revival works, step by step
These are the general steps the two offices publish. Which ones apply depends on which office suspended the company.
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Confirm which office acted
Check the status on the bizfile business search, as shown above. If it says SOS/FTB Suspended, both steps 2 and 3 apply.
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Clear the Secretary of State side
This means filing a current Statement of Information on bizfile Online. The fee is $25 for a stock corporation and $20 for an LLC.
Since August 1, 2026, filing a Statement of Information online requires User Access to the company's record. The Secretary of State says "web User Access is required for Statement of Information filings."
If both offices suspended the company, the Secretary of State's business entity FAQs say to get a letter from the Secretary of State called a Proposed Relief Letter. That letter goes to the Franchise Tax Board with the revivor request in step 3.
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Clear the Franchise Tax Board side
The Franchise Tax Board lists three parts:
- File every past-due tax return.
- Pay everything owed. That includes the tax, penalties, interest and fees.
- Send a revivor request. That is the form that asks the Franchise Tax Board to lift the suspension. Corporations use form FTB 3557 BC. LLCs use form FTB 3557 LLC. Online, it is called the Certificate of Revivor application.
The request can be filed online or sent by mail. The Franchise Tax Board's suspended business page lists the mailing address. If the Secretary of State also suspended the company, the Proposed Relief Letter goes with it.
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Check the status again
Each office decides when its part is done. The bizfile business search shows the company's current status.
Sources: the Franchise Tax Board's My business is suspended page and the Secretary of State pages linked above.
These are the general rules the state publishes, not advice for your company. Check with a licensed professional before acting on them.
What can it cost?
Here are the common charges. Not every company owes every line.
| Charge | Amount | Which office |
|---|---|---|
| Statement of Information filing fee | $25 for a stock corporation, $20 for an LLC | Secretary of State |
| Penalty for a missing Statement of Information | $250 | Collected by the Franchise Tax Board |
| Minimum franchise tax or LLC annual tax | Generally $800 for each year | Franchise Tax Board |
| Late payment penalty | 5% of the unpaid tax, plus 0.5% for each month, up to 40 months | Franchise Tax Board |
| Not filing within 60 days after a written demand | $2,000 for each tax year | Franchise Tax Board |
| Interest | Depends on the balance and how long it was owed | Franchise Tax Board |
The $2,000 penalty is a good example of a line that does not always apply. The Franchise Tax Board's suspended business page says a business "may be subject to a $2,000 penalty per tax year for failure to file missing tax returns within 60 days after receiving a written demand." Its penalties and interest page explains the other charges. Our guide to California's $800 tax explains the yearly tax.
Common surprises
- One filing does not clear both offices. A Statement of Information clears only the Secretary of State side. The Franchise Tax Board still needs its own returns, payments and revivor request.
- Quiet years still count. The Franchise Tax Board says of the LLC annual tax: "This yearly tax will be due, even if you are not conducting business, until you cancel your LLC."
- The name can be an issue. If another business now has the name, the Secretary of State's business entity FAQs say the suspended business "must change its name, obtain a release of name reservation from the party who has reserved the name, or convince the other entity to change its name."
- A new agent does not revive the company by itself. A registered agent is the person or company that accepts lawsuits and other legal papers for the business. Naming a new one is only one part of a current Statement of Information.
How long does revival take?
Each office decides when its part is done. The bizfile business search shows the current status.
If the business already stopped
Some owners only find out about the suspension after they stop running the business.
The Franchise Tax Board runs a program called voluntary administrative dissolution or cancellation. Only some companies qualify, and that page lists the conditions.
The Franchise Tax Board says it does not forgive taxes and penalties owed from before the business stopped, and that applying does not close the company by itself. Our guide to closing a California business covers closing in more detail.
Does a resigned agent cause suspension?
Every California corporation and LLC has to name a registered agent, which the state also calls an agent for service of process.
The Secretary of State's status definitions tie its suspensions to a missing Statement of Information. Our guide to a resigned agent explains more.
Every company's situation is different. A licensed attorney or tax professional can tell you what applies to yours.
Questions about suspension
How do I find out why my business was suspended?
Search the company on the Secretary of State's bizfile business search. The status shows whether the Secretary of State, the Franchise Tax Board or both suspended it. For tax details, the Franchise Tax Board says the reason may show in a MyFTB account. Its suspended business page lists a phone number for questions.
What does FTB suspended mean?
The Franchise Tax Board says businesses are generally suspended when they fail to file a return or pay taxes, penalties, fees or interest. It says a suspended business loses its rights, powers, and privileges to do business in California.
How do I remove an FTB suspension?
The Franchise Tax Board lists three steps: file every past-due tax return, pay everything owed, and send a revivor request. Corporations use form FTB 3557 BC and LLCs use form FTB 3557 LLC.
Is a suspended company closed?
The Franchise Tax Board says a suspended business loses its rights, powers, and privileges to do business in California, and it lists legally closing or dissolving the business among the things a suspended business cannot do.
Will changing the registered agent revive the company?
Each office lists its own requirements. For the Secretary of State, that is a current Statement of Information, which also names the agent. The Franchise Tax Board lists filing past-due returns, paying what is owed and sending a revivor request.
Does filing a Statement of Information clear a Franchise Tax Board suspension?
The Franchise Tax Board lists its own revival steps: filing past-due returns, paying what is owed and sending a revivor request. It also says a business can be suspended by both offices at the same time.
Does every suspended business owe the $2,000 penalty?
Not always. The Franchise Tax Board says a business "may be subject to a $2,000 penalty per tax year for failure to file missing tax returns within 60 days after receiving a written demand."
How long does revival take?
Each office decides when its part is done. The bizfile business search shows the current status.
Related guides
About this information
Corpgate, Inc. is not a law firm or a tax professional and does not give legal or tax advice. This page is general information about California business filings, drawn from official government sources, and it may not fit your situation. Reading it does not create an attorney-client relationship with anyone. Fees, deadlines and rules change; check the official source linked on this page before you act. For advice about your own corporation or LLC, talk to a licensed California attorney or tax professional. Corpgate, Inc. provides registered agent service and does not prepare legal documents.