Why California suspends an LLC, and how a suspended LLC gets revived

California suspends an LLC two ways: the Secretary of State for a missing Statement of Information (Form LLC-12, $20, due every two years), and the Franchise Tax Board for an unfiled return or unpaid tax such as the $800 annual tax. Revivor means filing all past due returns, paying all balances, and filing Form FTB 3557 LLC.

Last checked October 25, 2026 against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

Two agencies, two kinds of suspension

The Secretary of State's FAQ says an entity's powers, rights and privileges, including the right to use its name in California, can be suspended or forfeited for three reasons, two of which apply to an LLC: the Secretary of State acting for a missing Statement of Information, and the Franchise Tax Board acting for failure to meet tax requirements, such as filing a return or paying taxes, penalties and interest. The Franchise Tax Board adds that an entity can be suspended by both agencies at the same time.

The Secretary of State track: the Statement of Information

The Secretary of State's forms page lists the LLC Statement of Information as Form LLC-12 with a $20.00 fee, due within 90 days of initial registration and every two years after that. Its FAQ says California LLCs file every two years, only in odd years or only in even years based on the year of initial registration, and that a statement is also due when the agent for service of process's name or address changes or the agent resigns, and when the entity's address changes.

The FAQ describes the sequence when a statement is late. The Secretary of State sends a reminder about three months before the due date. If no statement is filed, it sends a notice of delinquency and allows 60 more days. If nothing is filed after that, the Secretary of State notifies the Franchise Tax Board, which assesses and collects the penalty. The Franchise Tax Board's page says the Secretary of State may impose a $250 penalty that the Franchise Tax Board collects, and that the Secretary of State suspends or forfeits an entity for not filing the required statement. The FAQ also says a notice of pending suspension must be answered with a filed statement within 60 days of the notice date, and that not receiving a reminder does not excuse the filing.

The Franchise Tax Board track: tax and returns

The Franchise Tax Board says every LLC doing business or organized in California must pay an annual tax of $800, even with no business activity, until the LLC is cancelled. The tax is due by the 15th day of the 4th month of the taxable year, with Form FTB 3522. An LLC that will make more than $250,000 also estimates and pays an LLC fee by the 15th day of the 6th month, using Form FTB 3536. Every LLC files the Limited Liability Company Return of Income, Form 568, by the original return due date.

The suspension page says businesses are generally suspended when they fail to file a return or to pay taxes, penalties, fees or interest, and that the amounts must be paid from the registration date to the present. It adds that a business may face a $2,000 penalty per tax year for not filing missing returns within 60 days of a written demand.

What suspension means

According to the Franchise Tax Board, a suspended business is not in good standing and loses its rights, powers and privileges to do business in California. Its list of what a suspended business cannot do includes legally doing business, bringing or defending an action in court, legally closing or dissolving, getting a refund, filing with an automatic extension, and keeping the right to use its business name. It says contracts entered into while not in good standing can be voided by the other party and remain voidable and unenforceable unless the Franchise Tax Board grants relief.

The Franchise Tax Board also describes an optional Relief from Contract Voidability, applied for on Form FTB 2518BC at $100 per day. The cost is capped at the tax due for the relief period, and the $800 minimum franchise tax counts as the tax due when no return is due. The page says the business can choose the relief period if it buys the relief before reviving.

Checking status

The Secretary of State's Business Search on bizfile Online lists an entity's record, including its Date Filed. The Franchise Tax Board says the reason for a suspension may be found in MyFTB, and it lists a phone line, 888-635-0494, weekdays from 8 AM to 5 PM.

The revivor steps

The Franchise Tax Board says that to revive, a business must file all past due tax returns, pay all past due balances, and file a revivor request. For an LLC the form is Application for Certificate of Revivor, FTB 3557 LLC. The same page says the business must be in good standing with the Secretary of State to be revived, and that the Secretary of State will deny the request if the entity name is no longer available, in which case the business has to choose a new name.

For an entity the Secretary of State also suspended, the Secretary of State's FAQ says to first file a current Statement of Information on bizfile Online and obtain a Secretary of State Proposed Relief Letter, then submit Form FTB 3557 with a copy of that letter to the Franchise Tax Board. It notes the entity stays suspended until the requirements of both agencies are met.

Walk-through revivor

The Franchise Tax Board offers a walk-through revivor at its field offices, with a 2 PM cutoff (1 PM in Los Angeles). It says the business must be in litigation, escrow, a pending loan or a pending federal grant, and that these events in a personal name do not qualify. Documents should be dated within 30 days of the request, and the request follows the Walk-Through Revivor Request Checklist, FTB 3557 W PC.

The agent for service of process

The Secretary of State's FAQ defines the agent for service of process as a California-resident individual or a registered 1505 corporate agent designated to accept court papers if the entity is sued. It says a business entity cannot act as its own agent, and that the agent's name and street address are public record. The Statement of Information is also the filing used to report an agent change. The main site's California Statement of Information guide covers the deadline and fee in more detail.

On vermilionvitez.com: California LLC Statement of Information: the deadline and the fee

Official sources

• S56: California Franchise Tax Board, My business is suspended (last checked 2026-10-25)
• S57: California Franchise Tax Board, Limited liability company (LLC) (last checked 2026-10-25)
• S58: California Secretary of State, Statements of Information Filing Tips (last checked 2026-10-25)
• S59: California Secretary of State, Business Entities FAQs (last checked 2026-10-25)
• S60: California Secretary of State, Limited Liability Companies - Statement of Information (Form LLC-12 fee line) (last checked 2026-10-25)

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.