LLC Administrative Dissolution and Involuntary Termination in California

At a glance

Requirements one by one

Statement default and Secretary of State suspension

California requires an LLC to file its initial Statement of Information within 90 days and then biennially (§ 17702.09(a)). A late statement first leads to a delinquency notice and, if it remains unfiled for 60 days, certification to the Franchise Tax Board for a penalty (§ 17713.09(a)). The later suspension rule has three conditions: the current statement is missing, no statement was filed during the preceding 24 months, and the LLC was certified for a penalty for that same filing period (§ 17713.10(a)).

If those conditions apply, § 17713.10(b) requires notice that powers, rights, and privileges will be suspended after 60 days unless the statement is filed. After an uncured period, the Secretary of State sends suspension notices to the Franchise Tax Board and LLC; suspension follows at that point (§ 17713.10(c)). Filing the statement remains possible during suspension and may relieve this hold, but a separate Franchise Tax Board hold remains until separately resolved (§ 17713.10(d)).

Separate Franchise Tax Board suspension

Revenue and Taxation Code § 23301 permits suspension for specified unpaid tax, penalty or interest at the statute’s tax-year or notice-based points; § 23301.5 separately covers a missing required return. Section 21020 requires the board to mail a preliminary notice naming a certain suspension date at least 60 days beforehand. Under § 23302(c), tax suspension becomes effective when the board transmits affected taxpayer names to the Secretary of State. These are limits on powers, rights, and privileges, rather than the later administrative cancellation.

Administrative cancellation after prolonged tax suspension

An ordinary domestic LLC may enter § 17713.10.1 only after at least 60 continuous months of Franchise Tax Board suspension. The board mails notice to its last known LLC address, and the Secretary of State lists the name and file number on its website for 60 days with written-objection instructions. If the board receives no timely written objection, the LLC is administratively canceled (§ 17713.10.1(a)–(f)).

A timely objector gets 90 days from the board’s receipt to file returns, satisfy accrued tax, penalties and interest, file a current Statement of Information, change an unavailable name, and meet other revivor requirements. The board may grant one further period of up to 90 days; if conditions are met, cancellation is withdrawn, and if not, cancellation occurs at the later statutory date (§ 17713.10.1(g)). On cancellation, the LLC’s powers, rights, and privileges cease (§ 17713.10.1(k)).

Restoring a suspended LLC

For tax suspension under §§ 23301 or 23301.5, § 23305 allows a written application to the Franchise Tax Board after required returns and amounts are supplied; relief follows its certificate of revivor. Section 23305a requires a Secretary of State name endorsement before the certificate and says reinstatement does not prejudice rights or defenses accrued during suspension. The § 17713.10.1 objection route operates before administrative cancellation; it is a distinct deadline from an ordinary revivor request while suspended.

What trips people up

The first 60-day statement delinquency period under § 17713.09(a) leads to penalty certification. It is not the same as the later 60-day suspension warning under § 17713.10(b), which has additional prior-filing and certification conditions. The 60-day cancellation website posting begins still later, after long tax suspension (§ 17713.10.1(d)).

Common questions

Can the LLC file its Statement of Information while suspended? Yes. Section 17713.10(d) permits that filing during either Secretary of State or Franchise Tax Board suspension. It can relieve the statement-based hold but does not by itself end a separate tax hold.

How can process be served if the designated agent has left or cannot be found? If reasonable diligence and the required affidavit support it, a court may order hand delivery to the Secretary of State; that service is complete on the tenth day after delivery (§ 17701.16(c)).

Statutes and sources

• Cal. Corp. Code § 17702.09(a) — “(a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall deliver to the Secretary of State for filing within 90 days after the filing of its original articles of organization or registering to transact intrastate business and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement of information containing:” Official text (accessed September 26, 2026).
• Cal. Corp. Code § 17713.09(a) — “(a) Upon the failure of a limited liability company to file the statement required by Section 17702.09, the Secretary of State shall provide a notice of the delinquency to the limited liability company. The notice shall also contain information concerning the application of this section, advise the limited liability company of the penalty imposed by Section 19141 of the Revenue and Taxation Code for failure to timely file the required statement after notice of delinquency has been mailed by the Secretary of State, and shall advise the limited liability company of its right to request relief from the Secretary of State because of reasonable cause or unusual circumstances that justify such failure to file. If, within 60 days after providing notice of the delinquency, a statement pursuant to Section 17702.09 has not been filed by the limited liability company, the Secretary of State shall certify the name of such limited liability company to the Franchise Tax Board.” Official text (accessed September 26, 2026).
• Cal. Corp. Code § 17713.10 — “(a) A limited liability company that (1) fails to file a statement pursuant to Section 17702.09 for an applicable filing period, (2) has not filed a statement pursuant to Section 17702.09 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 17713.09 for the same filing period, shall be subject to suspension pursuant to this section rather than to penalty pursuant to Section 17713.09.” Official text (accessed September 26, 2026).
• Cal. Corp. Code § 17713.10.1 — “(a) A domestic limited liability company, as described in subdivisions (g) and (k) of Section 17701.02, may be subject to administrative cancellation pursuant to this section if, as of January 1, 2019, or at any time thereafter, the limited liability company’s powers, rights, and privileges are, and have been, suspended by the Franchise Tax Board pursuant to Article 7 (commencing with Section 23301) of Chapter 2 of Part 11 of Division 2 of the Revenue and Taxation Code for a period of not less than 60 continuous months.” Official text (accessed September 26, 2026).
• Cal. Rev. & Tax. Code § 23301 — “Except for the purposes of filing an application for exempt status or amending the articles of incorporation or organization as necessary either to perfect that application or to set forth a new name, the powers, rights, and privileges of a domestic taxpayer may be suspended, and the exercise of the powers, rights, and privileges of a foreign taxpayer in this state may be forfeited, if any of the following conditions occur:” Official text (accessed September 26, 2026).
• Cal. Rev. & Tax. Code § 23301.5 — “Except for the purposes of filing an application for exempt status or amending the articles of incorporation or organization as necessary either to perfect that application or to set forth a new name, the powers, rights, and privileges of a domestic taxpayer may be suspended, and the exercise of the powers, rights, and privileges of a foreign taxpayer in this state may be forfeited, if a taxpayer fails to file a tax return required by this part.” Official text (accessed September 26, 2026).
• Cal. Rev. & Tax. Code § 21020 — “For the purposes of Part 11 (commencing with Section 23001) of Division 2 only, a taxpayer shall not be suspended pursuant to Section 23301, 23301.5, or 23775 unless the board has mailed a notice preliminary to suspension which indicates that the taxpayer will be suspended by a date certain pursuant to Section 23301, 23301.5, or 23775, as the case may be. The notice preliminary to suspension shall be mailed to the taxpayer at least 60 days before the date certain.” Official text (accessed September 26, 2026).
• Cal. Rev. & Tax. Code § 23302 — “(a) Forfeiture or suspension of a taxpayer’s powers, rights, and privileges pursuant to Section 23301, 23301.5, or 23775 shall occur and become effective only as expressly provided in this section in conjunction with Section 21020, which requires notice prior to the suspension of a taxpayer’s powers, rights, and privileges.” Official text (accessed September 26, 2026).
• Cal. Rev. & Tax. Code § 23305 — “Any taxpayer which has suffered the suspension or forfeiture provided for in Section 23301 or 23301.5 may be relieved therefrom upon making application therefor in writing to the Franchise Tax Board and upon the filing of all tax returns required under this part, and the payment of the tax, additions to tax, penalties, interest, and any other amounts for nonpayment of which the suspension or forfeiture occurred, together with all other taxes, additions to tax, penalties, interest, and any other amounts due under this part, and upon the issuance by the Franchise Tax Board of a certificate of revivor. Application for the certificate on behalf of any taxpayer which has suffered suspension or forfeiture may be made by any stockholder or creditor, by a majority of the surviving trustees or directors thereof, by an officer, or by any other person who has interest in the relief from suspension or forfeiture.” Official text (accessed September 26, 2026).
• Cal. Rev. & Tax. Code § 23305a — “Before the certificate of revivor is issued by the Franchise Tax Board, it shall obtain from the Secretary of State an endorsement upon the application of the fact that the name of the taxpayer then meets the requirements of subdivision (b) of Section 201 or subdivision (b) of Section 17701.08 of the Corporations Code in the case of a domestic taxpayer or of subdivision (b) of Section 2106 or Section 17708.05 of the Corporations Code in the case of a foreign taxpayer that has qualified to do business. The reference to amendment of the articles of incorporation to set forth a new name contained in Sections 23301, 23301.5, and 23775 includes in the case of a foreign taxpayer the filing of an amended statement and designation to set forth its new name or to set forth an assumed name under subdivision (b) of Section 2106 or Section 17708.05 of the Corporations Code. Upon the issuance of the certificate by the Franchise Tax Board the taxpayer therein named shall become reinstated but the reinstatement shall be without prejudice to any action, defense, or right which has accrued by reason of the original suspension or forfeiture, except that contracts which were voidable pursuant to Section 23304.1, but which have not been rescinded pursuant to Section 23304.5, may have that voidability cured in accordance with Section 23305.1. The certificate of revivor shall be prima facie evidence of the reinstatement and the certificate may be recorded in the office of the county recorder of any county of this state.” Official text (accessed September 26, 2026).
• Cal. Corp. Code § 17701.16(c) — “(c) If an agent for service of process has resigned and has not been replaced or if the designated agent cannot with reasonable diligence be found at the address designated for personal delivery of the process, and it is shown by affidavit to the satisfaction of the court that process against a limited liability company or foreign limited liability company cannot be served with reasonable diligence upon the designated agent by hand in the manner provided in Section 415.10, subdivision (a) of Section 415.20, or subdivision (a) of Section 415.30 of the Code of Civil Procedure, the court may make an order that the service shall be made upon a domestic limited liability company or upon a registered foreign limited liability company by delivering by hand to the Secretary of State, or to any person employed in the Secretary of State’s office in the capacity of assistant or deputy, one copy of the process for each defendant to be served, together with a copy of the order authorizing the service. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Secretary of State.” Official text (accessed September 26, 2026).