Key Takeaways

  • A certificate of revivor is required to reinstate a suspended California business entity.
  • Corporations may be suspended by the Secretary of State (SOS), Franchise Tax Board (FTB), or both.
  • Suspension strips the entity of legal rights such as conducting business or defending legal claims.
  • Reviving the business typically involves filing Form 3557 and clearing outstanding obligations.
  • Processing times vary, but it may take 4–8 weeks or more to receive a certificate of revivor.

A certificate of revivor is required to lift a suspension/forfeiture from suspended corporations. Corporations can be suspended either by the FTB (Franchise Tax Board) for failure to file tax returns or pay its taxes, or by the Secretary of State for failure to file the annual Statement of Information.

California's Secretary of State stipulates that all domestic nonprofit corporations must file the SI-100 (Statement of Information) within a period of 90 days after it has filed its article of incorporation - and thereafter, biennially. At the point when the statement becomes due, corporations within the state must file the SI-100, irrespectively of whether they are active or not.

The fee for filing the statement is $20. Failure to file the statement attracts a penalty fee of $50, regardless of the nonprofit's tax-exempt status.

Notice of Pending Forfeiture/Suspension

The California SOS sends a Notice of Pending Forfeiture/Suspension to corporations that are at risk of suspension due to failure to file the Statement of Information. This notice is usually sent approximately three months before the due date.

Once the deadline is missed, the SOC sends a delinquency letter to the corporations at fault, granting them an additional 60 days to file the statement before they are suspended.

Corporations that have been suspended can be revived; however, the method of revival depends on whether the corporations were suspended by the FTB (Franchise Tax Board,) the SOS (Secretary of State,) or both. Individuals can request information/status reports on the type of forfeiture or suspension from the California SOS.

Who Can File for Revivor

Eligibility to apply for a certificate of revivor depends on the applicant’s relationship to the corporation. The following parties may typically file:

  • Corporate officer (e.g., president, treasurer)
  • Corporate shareholder
  • Majority of the board of directors
  • Corporate creditor

While these parties can submit Form 3557, only officers may sign back tax returns for FTB purposes. Supporting documentation may also be required to demonstrate authority if requested by the FTB​​.

Losing Privileges, Powers, and Rights to Operate

If your corporation has been suspended, you should take steps to revive it as soon as possible. Once suspended, your business loses the privileges, powers, and rights to operate/conduct business within the state, as well as the rights to use the name. This means that once suspended or forfeited, another corporation could register and operate with your business name. The original business owner loses all rights to the name and has to register a new name before the business can be revived.

A suspended business/corporation cannot enforce its legal contracts, defend itself in lawsuits, or initiate lawsuits; however, other parties can legally enforce their terms on the suspended business.

Also, a business that enters into a contract while forfeited or suspended is unable to enforce the contract unless it obtains a relief of contract voidability.

Reinstatement

Corporations that have been forfeited or suspended by the California SOS can request a revival by filing an updated Statement of Information in person, online or by mail. To revive a California corporation, individuals will pay a penalty fee of $250 and a filing fee of $25.

Corporations that have been forfeited or suspended by the FTB must file form FTB-3557 BC Application for the Certificate of Revivor, file all late tax returns, and pay all outstanding balances.

Why Businesses Get Suspended

Businesses in California may be suspended or forfeited for several reasons:

  • Failure to file required tax returns (income, franchise, or estimated taxes).
  • Failure to pay state taxes, fees, or penalties to the FTB.
  • Noncompliance with the SOS filing requirements, such as neglecting to file the Statement of Information (SI-100 or SI-550).
  • Failure to maintain a registered agent or updated contact information with the state.

Once suspended, a business cannot legally operate, enforce contracts, or access courts. This puts assets, reputation, and operations at risk. Prompt compliance is critical to avoid further complications​​.

Requirements of Form 3557

Once Form 3557 has been filled, it can be submitted by a corporate creditor, shareholder, corporate officer, or a majority of the board of directors. However, only officers can sign and file the back tax return required to obtain a certificate of revivor.

Filing the Form 3557 requires the following:

  • Filing any delinquent tax returns
  • Paying any delinquent taxes, inclusive of interest and penalties.

The FTB takes about six weeks to process an application for the certificate of revivor, although there are instances where they could consider an expedited review.

For corporations that have been suspended by both the FTB and the SOS, they must first file a Statement of Information with the SOS to get a letter for proposed relief from forfeiture or suspension.

Common Mistakes That Delay Revivor

To ensure a smooth revivor process, avoid the following frequent errors:

  • Submitting incomplete or outdated Form 3557.
  • Failing to file all delinquent tax returns, especially for earlier years.
  • Making partial payments on owed taxes or penalties instead of full payment.
  • Overlooking the SOS’s name availability check, which can delay or block reinstatement.
  • Failing to submit the Letter of Proposed Relief to the FTB if suspended by both agencies.

Correcting these issues early can significantly speed up the issuance of your certificate of revivor​​.

Letter of Proposed Relief

After receiving a letter for proposed relief, suspended businesses should submit copies to the Franchise Tax Board with their applications for the certificate of revivor. Once these filings are submitted, the suspended LLC will be revived.

If the Franchise Tax Board is satisfied that the suspended corporation is compliant, (this entails paying all outstanding taxes and penalties, filing back tax returns, and submitting Form 3557,) it issues a certificate of revivor.

But before it does so, it checks with the SOS to determine the availability of the corporation's name. This is because a new corporation can register and use the name of the suspended/forfeited business during the period of suspension.

After issuing the certificate of revivor and reinstating the corporation, the FTB will inform the SOS. The SOS then updates its website to show an active corporate status. This may take several days.

Timeline and Processing of Certificate of Revivor

The total time it takes to obtain a certificate of revivor depends on the extent of noncompliance and whether both the Secretary of State and the FTB are involved. On average:

  • FTB-only suspensions: Processing may take up to 6 to 8 weeks after all requirements (returns, payments, Form 3557) are submitted.
  • Dual suspensions (FTB and SOS): Additional steps involving both agencies may extend processing to 10 weeks or more, especially if entity name conflicts arise.
  • Delays are common if returns are missing, payments are incomplete, or if the suspended entity's name has been taken during the suspension.

For faster turnaround, businesses should ensure:

  • All required documents are accurately submitted.
  • Delinquent taxes and penalties are fully paid.
  • Any necessary correspondence with the SOS regarding name availability is handled promptly​​.

Frequently Asked Questions

  1. What is a certificate of revivor?
    It is a document issued by the California Franchise Tax Board to reinstate a suspended or forfeited business entity's legal rights and status.
  2. How long does it take to get a certificate of revivor?
    The process typically takes 6–8 weeks, but delays are possible if multiple agencies are involved or required documents are missing.
  3. Can any individual file Form 3557?
    No. It must be submitted by a corporate officer, director, shareholder, or creditor. Only officers can sign required tax documents.
  4. What happens if my business name was taken during suspension?
    You must register a new name or wait for the current user to relinquish it. The SOS will not restore a name that’s already in use.
  5. Can I still operate while suspended?
    No. A suspended entity cannot legally operate, defend itself in court, or enforce contracts until it is revived.

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