Corporation Reinstatement and Revival Requirements in California

At a glance

Requirements one by one

Diagnose the suspension before choosing a cure

California does not use one generic reinstatement filing. Corporations Code § 2205 covers a Secretary of State suspension after a corporation misses its § 1502 Statement of Information, has not filed one during the preceding 24 months, and was certified for the filing penalty. Filing the current statement can relieve that suspension, but § 2205(d) expressly preserves a separate FTB hold.

Revenue and Taxation Code § 23301 covers FTB suspension for unpaid tax, penalty, or interest. Section 23305 then requires a written revivor application, all required returns, every specified state-tax liability, and issuance of the FTB certificate. If both agencies show a suspension, the SOS FAQ directs the corporation to cure the SOS status first and then complete the FTB revivor.

A long FTB suspension can turn into a short deadline

Sections 2205(d) and 23305 state no general outside filing limit while the corporation remains merely suspended. That does not make the window safely open-ended. Under § 2205.5(a), a domestic corporation suspended by FTB for at least 60 continuous months may be selected for administrative dissolution.

The Secretary of State then posts 60 days' notice. A timely written objection gives the corporation 90 additional days from FTB's receipt to file returns, satisfy accrued taxes, penalties, and interest, file a current Statement of Information, complete every other eligibility requirement, and apply for revivor. FTB may extend that cure period once, for no more than 90 days. If the process reaches administrative dissolution, corporate powers cease; this page's ordinary suspension-revivor route no longer fits.

The two filings ask for different information

The SOS cure is the current § 1502 statement. It includes the corporation's name and file number; directors and board vacancies; chief executive officer, secretary, and chief financial officer; principal and mailing addresses; principal business activity; specified final wage-judgment disclosure; and a compliant agent for service of process. The corporation certifies that the information is true and correct.

FTB Form 3557 BC instead requests the entity name and address, entity and tax identifiers, applicant name and title, signature, date, and phone number. Its operative request states that all required payments, returns, or documents were previously submitted or are enclosed.

FTB revivor requires the whole account cure

Section 23305 is broader than paying the balance that first caused suspension. The corporation must file all required returns and pay the tax, additions, penalties, interest, and other amounts that caused suspension, together with all other amounts due under the corporation-tax law.

For an SOS statement delinquency, Revenue and Taxation Code § 19141 sets a $250 penalty after Secretary of State certification. That penalty is separate from the $25 stock-corporation Statement of Information filing fee.

Name and agent problems belong in the cure sequence

Before FTB issues the certificate, § 23305a requires an SOS endorsement that the corporate name satisfies § 201(b). The SOS FAQ says an unavailable name must be changed, released from reservation, or otherwise cleared with the competing holder. Section 23301 preserves the limited power to amend articles to set forth a new name during suspension.

The § 1502 statement also designates the service-of-process agent. Filing a current statement is therefore the ordinary place to restore or update that record when curing an SOS suspension.

The FTB applicant need not be the same person in every corporation

Section 23305 permits the application by any stockholder or creditor, a majority of surviving trustees or directors, an officer, or another person with an interest in relief. Form 3557 BC asks the signer to state a title and sign; it does not turn one corporate title into a universal eligibility rule.

Use the agency shown on the live status record

The SOS Statement of Information is filed through bizfile Online. The current filing-tips page says web User Access became required on August 1, 2026, and the statement option is visible only to users with access established.

FTB accepts the revivor request online or by mailed Form 3557 BC. Its current page also offers office walk-through processing for a business with qualifying litigation, escrow, pending-loan, or pending-federal-grant circumstances and current supporting documents.

Fees depend on which route is active

The SOS lists $25 for a California stock corporation's Statement of Information. Its current online service menu also lists optional 24-hour processing for $350 and same-day processing for $750, including statements of information.

Neither § 23305 nor Form 3557 BC lists a separate fixed FTB revivor application charge. The meaningful FTB amount is entity-specific: returns, taxes, additions, penalties, interest, and other liabilities due must be resolved before the certificate issues.

Revivor does not erase every inactive-period consequence

Section 23305a makes the FTB certificate prima facie evidence of reinstatement, but says reinstatement is without prejudice to an action, defense, or right that accrued because of suspension. Revenue and Taxation Code § 23304.1 separately makes qualifying California contracts during FTB suspension voidable at the other party's request.

Contract relief is a separate § 23305.1 application with separate returns, payments, and a daily penalty. For the granted period, it can restore enforcement of contracts not already rescinded by final court order. The FTB page expressly distinguishes an SOS-only suspension, which is not subject to that contract- voidability rule.

What trips people up

• The status can name two agencies. Filing the Statement of Information does not clear an independent FTB suspension.
• Sixty months is a process trigger, not a leisurely filing window. Once § 2205.5 notice posts, the objection and cure clocks control.
• The $25 fee is not the payoff amount. A $250 statement delinquency penalty and FTB liabilities can be separate.
• Ordinary revivor and contract relief are different applications. The certificate alone does not erase accrued defenses or automatically cure every inactive-period contract.

Common questions

Can the corporation revive by filing Form 3557 BC before fixing SOS status? The current SOS and FTB instructions require SOS good standing first when both agencies show suspension.

Does a completed administrative dissolution under § 2205.5 use this same packet? No. Section 2205.5 says corporate powers cease on administrative dissolution; the ordinary suspension-revivor route described here is no longer the correct status diagnosis.

Who can sign the FTB application if the former officer is unavailable? Section 23305 also permits a stockholder, creditor, majority of surviving trustees or directors, or another person with an interest in the relief.

Statutes and sources

• Cal. Corp. Code §§ 1502, 2205, and 2205.5 — statement contents and agent, SOS suspension and cure, and the long-suspension administrative-dissolution deadlines. Official Legislative Counsel publication (accessed 2026-08-02).
• Cal. Rev. & Tax. Code §§ 19141, 23301, 23304.1, 23305, 23305.1, and 23305a — penalty, FTB suspension, revivor prerequisites and applicant, name endorsement, accrued rights, and separate contract relief. Official Legislative Counsel publication (accessed 2026-08-02).
• California Franchise Tax Board revivor materials — current cure steps, filing routes, contract warning, and Form 3557 BC fields. Suspended-business instructions and official corporation revivor form (accessed 2026-08-02).
• California Secretary of State filing materials — cure order, name remedy, online access, $25 statement fee, and optional expedite service. Business entity FAQ, statement filing tips, fee alert, and service options (accessed 2026-08-02).