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.
If you need revivor assistance, complete the Revivor Assistance Request Form. A specialist will review your account and call you back during our normal business hours (8 a.m. to 5 p.m. weekdays, except state holidays). Allow up to 48 hours to receive a call back.
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 at least one of the following situations:
- Business Litigation
- Business Escrow
- A Pending Loan
- A Pending Federal Grant
Litigation, Escrow, pending loan, or pending federal grant in your personal name does not qualify the entity for a Walk-Though Revivor Request.
All documents should be dated within 30 days of your Walk-Through Revivor Request.
Bring the following to the field office:
- Proof your entity is in business litigation, business escrow, has a pending loan or a pending federal grant.
- Completed missing tax returns from the business start date through current.
- Payment of all tax, penalties, fees, and interest due with certified funds.
- We accept money orders and cashier’s checks.
- We do not accept cash.
- Payment of a $56 walk-through revivor fee in separate certified funds.
- Limited liability companies do not pay the revivor fee.
- Completed Walk-Through Revivor Application.
Review the attached FTB 3557 W PC – Checklist prior to your visit.
If you meet the above requirements for a walk-through fill out the Revivor Assistance Request Form and select walk-through from the drop down box at the bottom of the page. A specialist will review your account and call you back during normal business hours (8 a.m to 5 p.m. weekdays except state holidays) Allow up to 48 hours to receive a call. When they call you back, the specialist will provide the revivor requirements as well as provide you the option to schedule an appointment for a walk-through revivor at your nearest filed office.
Be sure to settle any outstanding issues (entity's name availability; filing the Statement of Information) with the Secretary of State (SOS).
Do not mail the Walk-Through Revivor Application to a Franchise Tax Board Office.
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
Has your business entity entered into any contracts while your entity has been suspended? A suspended or forfeited business entity loses the right to enforce its legal contracts. The contracts remain voidable and cannot be enforceable even when your entity has revived its active legal status unless your business purchases Relief from Contract Voidability (RCV).
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. Once purchased, you will receive a Certificate of Relief from Contract Voidability from the Franchise Tax Board. Refer to the Contract Voidability section to learn more.
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