Yesterday I wrote about how the status of a corporation or limited liability company (LLC) in California might be suspended or forfeited. Please see Why was My Corporation / LLC Suspended or Forfeited? This post explains how one may revive a suspended of forfeited entity.
Section references below reflect California’s new LLC law that took effect on January 1, 2014. See RULLCA Brings New LLC Laws to California in 2014.
The steps required to revive the entity depend on whether it was suspended or forfeited by the Secretary of State, by the Franchise Tax Board, or by both the SoS and the FTB:
- Secretary of State – File a current annual or biennial statement and pay the required fee and penalties. (Corporations Code Sections 2205(d), 2206(a), 17713.10(d) and 17713.11(a))
- Franchise Tax Board – File any required returns, and pay any required taxes, interest and penalties. (Revenue and Taxation Code Section 23305) Alternatively, provide an assumption of liability, or a bond, deposit, or other security for taxpayer’s liability, that is acceptable to the FTB. (Revenue and Taxation Code Section 23305.2)
- Both – (1) Take the actions specified above for the SoS and obtain a letter of proposed relief from suspension or forfeiture from the SoS. (2) Submit the letter and a completed Application for Certificate of Revivor to the FTB. (3) Take the actions specified above for the FTB.
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Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
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