Corporation Reinstatement, Revival, and Revivor Packet

CALIFORNIA CORPORATION REINSTATEMENT, REVIVAL, AND REVIVOR PACKET

Diagnose before filing. California does not use one generic reinstatement route. Determine whether the corporation is suspended by the Secretary of State, the Franchise Tax Board, or both. A voluntary dissolution, merger, conversion, court order, or expired entity is outside this packet.

Scope gate. Use for a domestic stock corporation with an administrative or tax suspension. Excludes nonprofit, benefit, professional, regulated, insolvent, disputed-control, and foreign entities unless California counsel supplies the correct route.

1. STATUS AND CAUSE RECORD

Attach the official entity-detail record, every suspension notice, Statement of Information history, FTB account transcript or correspondence, articles, amendments, bylaws, and current officer/director record.

2. ROUTE CLASSIFICATION

Under Corporations Code § 2205, filing the overdue Statement of Information can relieve an SOS suspension, but it does not clear a separate FTB suspension. Under Revenue and Taxation Code § 23305, an FTB revivor requires all required returns and all taxes, additions, penalties, interest, and other amounts due, followed by issuance of the certificate of revivor.

3. CALIFORNIA CURE CHECKLIST

☐ Current Statement of Information prepared and filed if required.

☐ All missing corporation tax returns identified and filed.

☐ All tax, penalty, interest, and other FTB balances confirmed and paid or otherwise resolved.

☐ FTB 3557 BC, Application for Certificate of Revivor — Corporation, completed by an eligible signer.

☐ Corporate name cleared with the Secretary of State; any required name amendment prepared.

☐ FTB confirmed the corporation is eligible for revivor and identified any additional documents.

4. SIGNER AND SUBMISSION RECORD

Section 23305 permits an application by a stockholder or creditor, a majority of surviving trustees or directors, an officer, or another person with an interest in relief from suspension or forfeiture. Confirm the actual signer's authority and interest rather than relying only on title.

5. INACTIVE-PERIOD ACTS AND RIGHTS

Do not promise retroactive protection. Section 23305a states that reinstatement is without prejudice to an action, defense, or right that accrued because of the suspension or forfeiture. Contract voidability is a separate issue; the statute refers to a separate relief mechanism for eligible contracts.

☐ Pending litigation, limitations periods, defaults, licenses, real-property transfers, contracts, and tax elections reviewed separately.

☐ No representation made that revivor eliminates personal liability, validates every prior act, or restores a license or foreign qualification.

6. POST-REVIVOR WORK

☐ Secretary of State and FTB records both show the intended active/good-standing status.

☐ Accepted filings, certificate of revivor, payment proof, and current entity record saved.

☐ Foreign registrations, licenses, payroll, tax accounts, banks, insurers, contracts, lenders, and permits reviewed separately.

☐ Corporate records updated with the cause, cure, acceptance date, and ongoing filing calendar.

Prepared by: [________________________________]

Authorized reviewer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• California Legislature — Corporations Code § 2205
• California Legislature — Revenue and Taxation Code § 23301
• California Legislature — Revenue and Taxation Code §§ 23305 and 23305a
• California Franchise Tax Board — suspended business and revivor
• California Franchise Tax Board — FTB 3557 BC

Statutes and revivor route verified 2026-07-29; recheck agency forms, balances, processing routes, and status immediately before submission.