How Can I Revive My Business Entity?
To revive your suspended or forfeited business entity or to request a Limited Partnership Confirmation Letter you must:
- File all delinquent tax returns.
- Pay all delinquent tax balances, including penalties, fees, and interest.
- File a revivor request form.
- Corporations: FTB 3557 BC, Application for Certificate of Revivor – Corporation.
- Limited liability companies (LLCs): FTB 3557 LLC, Application for Certificate of Revivor – Limited Liability Company.
- Limited partnerships: FTB 3557 C LP, Application for Confirmation Letter for Limited Partnership Revival.
Your business entity must be in good standing with the California Secretary of State to revive. If your annual Statement of Information lapsed, and/or they suspended your business, you must resolve your issues with them. For more information, go to the Secretary of State website.
If your business entity is tax-exempt and suspended go to Suspended Exempt Entities for more information on how to revive.
You can revive your business entity at one of our field offices during normal business hours. Cutoff to request a walk through revivor is 2 p.m.
Qualifying for a Walk Through Revivor at a Field Office
The business entity must:
- Be in either litigation or escrow.
- Have either pending loans or a pending federal grant.
- File all tax returns from the incorporation year through current.
- Pay all tax, penalties, fees, and interest due with certified funds.
- We accept money orders and cashier’s checks.
- We do not accept cash.
- Pay a $56 walk-through revivor fee in separate certified funds.
- Limited liability companies do not pay the revivor fee.
- File a signed Walk Through Revivor Application.
- Any stockholder, creditor, member, general partner, officer, or any person that has interest in suspension or forfeiture relief can sign the application on the business entity's behalf.
We suspend or forfeit business entities when they fail to:
- File a return.
- Penalties, which includes the Secretary of State penalty.
- Fees such as collection, filing enforcement, lien, sheriff, or exempt.
Suspended business entities lose their rights, powers, and privileges to conduct business in California.
Business entities registered with California Secretary of State must file and pay at least $800 franchise or annual tax from their incorporation date to current, regardless of business activity.
Suspended or forfeited business entities cannot:
- Legally transact business.
- Bring an action or defend itself in court.
- Receive an automatic extension of time to file.
- File a claim for refund.
- File or maintain an appeal before the Board of Equalization.
- Begin or continue a protest.
- Legally close or dissolve the business.
- Maintain the right to use their name.
- California Secretary of State denies our revivor requests if the entity name is no longer available.
- Retain tax-exempt status.
- We revoke an organization’s tax-exempt status as of the suspension date.
Suspended or forfeited business entities are subject to a $2000 penalty per tax year for failure to file missing tax returns within 60 days after receiving a written demand to do so.
Shareholders that allow a business entity to suspend instead of legally dissolving it may, under certain circumstances, become personally liable for taxes it owes.
If a suspended business entity makes any contracts while suspended, forfeited, or in contract voidability status, they are voidable. They remain voidable and unenforceable unless they apply for and we grant relief from contract voidability.
Contract Voidability Penalty
We assess the penalty at $100 per day.
- It only applies to the account periods the requested relief period covers.
- The maximum amount we assess equals each requested account period’s tax amount due.
The penalty applies to:
- C and S corporations.
- Exempt organizations with unrelated business income.
- Limited liability companies (LLCs) treated as partnerships and corporations.
- Exempt LLC organizations with unrelated business income.
Relief from Contract Voidability
Relief from contract voidability allows business entities to make voidable contracts enforceable.
During the revivor process, qualified business entities may choose the account period to begin relief. Once we revive it, the requested relief period begins at the start of the chosen tax year and ends on the chosen tax year or date we grant relief.
The business entity can also request relief after we revive it. The requested relief period begins on the suspension date and ends on the day we grant relief.
To request relief from contract voidability complete FTB 2518BC, Application of Relief from Contract Voidability.
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