Nonprofit Corporation Administrative Dissolution and Reinstatement in California

At a glance

Requirements one by one

The suspension that starts this route

Under Cal. Corp. Code § 5008.9(a), a domestic nonprofit described in §§ 5059–5061 is subject to administrative dissolution when its powers have been suspended or forfeited by the Franchise Tax Board for “not less than 48 continuous months.” That covers the public-benefit, mutual-benefit, and religious nonprofit categories named in the provision. A public-benefit corporation files a biennial Statement of Information under § 6210; its statement identifies officers, addresses, and an agent for service. A missed statement first prompts a notice of delinquency, with a 60-day period before certification to the Franchise Tax Board and a penalty under § 6810. The mutual-benefit and religious statement rules are in §§ 8210 and 9660; § 9660 incorporates the public-benefit chapter for religious corporations.

Notice, objection, and effective dissolution

The Franchise Tax Board mails notice to the last known address, while the Secretary of State posts the corporation's name and file number for 60 calendar days under § 5008.9(b), (d). A timely written objection to the Franchise Tax Board gives the corporation an additional 90 days from receipt of the objection to satisfy accrued taxes, penalties, and interest and file a current Statement of Information. The board may extend that period once, for no more than another 90 days. Without a timely objection or cure, administrative dissolution follows the respective statutory clock in § 5008.9(f)–(g).

After dissolution

Section 5008.9(i) expressly preserves creditor liability, liability of directors and related people, and Attorney General enforcement. The Secretary of State's current administrative-termination guidance says the corporation cannot revive or reinstate the same entity once it has been administratively dissolved through this route. The objection and cure process therefore matters before the posted period expires.

What trips people up

A missed Statement of Information and the later administrative dissolution are separate steps. Section 6810 supplies the statement-delinquency notice and penalty; § 5008.9 requires a much longer Franchise Tax Board suspension before its dissolution route applies. Filing a current statement alone may not cure a separate FTB suspension; Cal. Rev. & Tax. Code § 23305 describes the certificate-of-revivor route for suspension under § 23301 and its related provisions.

Common questions

Can an objection stop the dissolution?

Yes, if filed in the statutory window and followed by the required cure. Section 5008.9(g) cancels the pending dissolution when the corporation satisfies the listed conditions.

Does the administrative dissolution erase debts?

No. Section 5008.9(i) says creditor liabilities and specified related-person liabilities are not discharged.

Statutes and sources

• Cal. Corp. Code §§ 5008.9, 6210, 6810, 8210, and 9660, official Legislative Counsel current code publication, accessed September 28, 2026. Section 5008.9(a) says “not less than 48 continuous months”; subsection (d) says “60 calendar days’ notice”; subsection (g) grants “an additional 90 days.”
• Cal. Rev. & Tax. Code §§ 23301, 23301.5, 23305, and 23775, official Legislative Counsel current code publication, accessed September 28, 2026. Section 23305 provides relief from suspension upon application, required returns and payment, and a certificate of revivor.
• California Secretary of State, FTB Pending Administrative Termination Notice, accessed September 28, 2026. The official page says a business that has been administratively terminated cannot apply to revive or reinstate that entity.