California Business Good Standing
In California, a business entity is in good standing when it has met its ongoing obligations to the California Secretary of State (SOS) and the Franchise Tax Board (FTB) — chiefly, keeping its Statement of Information current and staying current on state taxes and fees. This page explains those obligations, what happens when they are not met, and how an entity returns to good standing. RegiGuide compiles this from California public records; it is general information, not legal or tax advice.
Statements of Information
A Statement of Information is the periodic filing every California corporation and limited liability company (LLC) must submit to the Secretary of State to keep its address, officers or managers, and agent for service of process on record.
Initial filing. A newly registered corporation or LLC must file its first Statement of Information within 90 days of registering with the Secretary of State.
Ongoing cadence. After the initial filing, how often the entity re-files depends on its type:
| Entity type | How often | Form |
|---|---|---|
| Stock / for-profit corporation | Every year (annually) | SI-550 |
| Nonprofit corporation | Every two years (biennially) | SI-100 |
| Limited liability company (LLC) | Every two years (biennially) | LLC-12 |
The filing window. The Statement of Information is due during a six-month window that ends with the anniversary month of registration — the anniversary month plus the five calendar months immediately before it. For example, an entity registered in January may file during the window running from August 1 through January 31.
If the filing is missed. A delinquent Statement of Information can lead to a penalty assessed by the Franchise Tax Board and, ultimately, suspension or forfeiture of the entity by the Secretary of State. The Secretary of State generally sends a reminder before the due date and allows a short grace period after a missed deadline before the entity is referred for penalty and suspension.
How to file. Statements of Information are filed with the California Secretary of State online through bizfileOnline. Authority: California Corporations Code §1502; California Secretary of State.
FTB suspension
The Franchise Tax Board may suspend a California entity for failing to file required tax returns or to pay taxes, penalties, fees, or interest. Under Revenue & Taxation Code §23301, a suspended entity loses the rights, powers, and privileges to do business in California. While suspended, an entity generally cannot:
- legally conduct business or exercise its corporate powers, rights, and privileges;
- bring a lawsuit or defend itself in a California court;
- rely on contracts entered into while suspended — the other party may ask a court to void them.
A suspended entity also risks losing the exclusive right to its name. The cure for an FTB suspension is revivor. Authority: Revenue & Taxation Code §23301; California Franchise Tax Board.
SOS suspension or forfeiture
Suspension by the Secretary of State is different from FTB suspension. The Secretary of State suspends or forfeits an entity for failing to file a required Statement of Information, or for failing to maintain an agent for service of process — not for tax reasons.
Because the two agencies act for different reasons, an entity can be suspended by one, the other, or both, and each has its own cure. An entity suspended by the Secretary of State for a missing Statement of Information moves back toward good standing by filing the delinquent Statement of Information and resolving any related penalty. An entity suspended by the Franchise Tax Board must complete revivor. Authority: California Corporations Code; California Secretary of State.
Reviving a suspended entity
To revive an entity suspended or forfeited by the Franchise Tax Board, the entity generally must file all delinquent tax returns, pay all outstanding tax, penalties, fees, and interest, and submit an Application for Certificate of Revivor. When the Franchise Tax Board is satisfied, it issues a Certificate of Revivor that restores the entity's powers, rights, and privileges. If the entity is also suspended by the Secretary of State, the Secretary of State requirements (such as a delinquent Statement of Information) must be resolved as well. Authority: California Franchise Tax Board, revivor process.
About this information
RegiGuide assembles business profiles from California Secretary of State public records. Each profile reflects the data as of the date shown on it and may not reflect the most recent filings. This page is general information about California requirements, not legal or tax advice. To confirm the current status of a specific entity, use the California Secretary of State business search or the Franchise Tax Board.