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California field guide / 14 / Compliance

How to Revive a Suspended California LLC or Corporation (SOS vs. FTB 3557)

01 / The direct answer

A California LLC or corporation can be suspended by the Secretary of State (for missing a Statement of Information), by the Franchise Tax Board (for delinquent tax returns or unpaid $800 annual tax / LLC fees), or by both (Dual Suspension). Only the Secretary of State can waive the $250 Statement of Information penalty after you file a current Form LLC-12 ($20) or Form SI-550 ($25), whereas FTB tax revivor uses Form FTB 3557 LLC or FTB 3557 BC.

Official source: California Secretary of StateOfficial source: California Franchise Tax Board

Verified against the California Secretary of State and FTB on Oct 21, 2026

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02 / Follow the decisions

Start with the right question.

Identify SOS Suspension vs. FTB Suspension vs. Dual Suspension

Check bizfile Online first. An SOS-only suspension is cured by filing a current Statement of Information (Form LLC-12 for $20 or Form SI-550 for $25; use Form LLC-12NC when no changes occurred since the last complete statement, which replaced legacy Form LLC-12R). An FTB suspension requires filing delinquent tax returns, paying balances, and submitting Form FTB 3557 LLC (for LLCs) or FTB 3557 BC (for corporations).

Official source: California Franchise Tax Board

Who Can Waive the $250 Statement of Information Penalty?

Although the FTB collects the $250 Statement of Information non-filing penalty (R&TC § 19141 / Corp. Code §§ 2204, 17713.07), only the California Secretary of State has authority to waive that $250 SOI penalty for reasonable cause after a current Statement of Information is on file. For FTB tax penalties, business entities request reasonable-cause abatement using Form FTB 2924 (whereas Form FTB 2917 is for individual taxpayers).

Official source: California Franchise Tax Board

Distinguish FTB Form 3522 ($800 Annual Tax) from FTB Form 3536 (Estimated LLC Fee)

FTB Form 3522 pays the $800 annual LLC tax (due by the 15th day of the 4th month). FTB Form 3536 pays the estimated LLC gross-receipts fee (due by the 15th day of the 6th month for LLCs with $250,000+ total California income). Underpaying the estimated LLC fee triggers a 10% penalty on the underpaid fee under R&TC § 17942(d).

Official source: California Franchise Tax Board
03 / Before you proceed

Your preparation checklist

  • Check bizfile Online to confirm SOS suspension, FTB suspension, or Dual Suspension
  • File overdue Form LLC-12 ($20) or Form SI-550 ($25) with the Secretary of State
  • File delinquent FTB returns (Form 568 / Form 100 / Form 100S) and pay tax balances
  • Submit Form FTB 3557 LLC or FTB 3557 BC for FTB Certificate of Revivor
  • If requesting penalty relief, distinguish SOS $250 SOI waiver from FTB Form 2924 business entity abatement
Official source: California Franchise Tax BoardOfficial source: California Franchise Tax Board
04 / Your decision tool

Statement of Information schedule & overdue check

Decision tool

Statement of Information schedule & overdue check

Choose your registration date and as-of date.

Official source: California Secretary of StateCheck your official entity record
05 / Facts & fees

Keep the requirements separate.

California facts at verification date; confirm current requirements before filing.
RequirementVerified detail / confirmation neededOfficial authority
SOS Suspension CureFile current Form LLC-12 ($20, or LLC-12NC if no changes) / Form SI-550 ($25) via bizfile OnlineOfficial source: California Secretary of State
$250 SOI Penalty WaiverCollected by FTB, but ONLY the Secretary of State can waive the $250 SOI penalty after the statement is filedOfficial source: California Franchise Tax Board
FTB Revivor ApplicationForm FTB 3557 LLC (LLCs) or Form FTB 3557 BC (Corporations) after filing delinquent returns and paying balancesOfficial source: California Franchise Tax Board
Business Penalty AbatementForm FTB 2924 (Business Entity Reasonable Cause — vs. FTB 2917 for individuals)Official source: California Franchise Tax Board
FTB 3522 vs. FTB 3536Form 3522: $800 annual tax (4th month day 15); Form 3536: estimated gross-receipts fee for $250k+ total CA income (6th month day 15)Official source: California Franchise Tax Board
06 / Your next path

Carry the decision forward.

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Corp USA is not a law firm and does not provide legal advice. State fees are pass-through. Service fees and taxes are separate. Review the order price before payment.

07 / Questions answered

Before your next step

No. While FTB bills and collects the $250 penalty after SOS certification, only the California Secretary of State can grant a reasonable-cause waiver of the $250 Statement of Information penalty once a current statement is filed.

Official source: California Franchise Tax Board

Form FTB 2924 is the Reasonable Cause – Business Entity Claim for Refund used by LLCs and corporations; Form FTB 2917 is for individual personal income taxpayers.

Official source: California Franchise Tax Board