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How to Reinstate a Corporation in California (Application for Certificate of Revivor)

Updated September 4, 2026. Quick answer: a dissolved California corporation reinstates by filing Application for Certificate of Revivor (Corporation) (FTB Form 3557 BC), filed with the Franchise Tax Board; if the corporation was suspended by the Secretary of State solely for failing to file a Statement of Information, revivor is instead accomplished by filing a current Statement of Information with the SOS. under Cal. Rev. & Tax. Code § 23305 (application for relief from suspension/forfeiture under §§ 23301/23301.5); Cal. Corp. Code § 2205 (SOS suspension/revivor for failure to file Statement of Information under § 1502)., though the state’s own materials do not clearly state a deadline.

If you’d rather have the reinstatement filed for you

Bizee can prepare and file the California reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.

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The filing, and what California calls it

California does not use ‘administrative dissolution’ terminology; it ‘suspends’ or ‘forfeits’ corporate powers, either by the FTB (for tax delinquency) or by the SOS (for failing to file a Statement of Information). To revive from FTB suspension, the corporation must file all delinquent tax returns, pay all past-due tax, penalties and interest, and submit FTB Form 3557 BC; the FTB then issues a Certificate of Revivor. To revive from SOS-only suspension, filing the current Statement of Information with the SOS is sufficient.

How long you have to reinstate

California’s own materials did not give a clear, single answer on a reinstatement deadline this session; No deadline barring revivor was found in RTC §23305 or the SOS FAQ. The SOS FAQ’s only deadline (60 days) applies to preventing suspension in the first place, not to revivor after the fact.. (Cal. Rev. & Tax. Code § 23305)

What you must pay before it goes through

California will not reinstate the corporation until every year it sat delinquent is paid for. All delinquent tax returns must be filed and all past-due tax, penalties and interest paid to the FTB before a Certificate of Revivor issues; if SOS-suspended for a missing Statement of Information, the SOS filing fee ($20 for stock corporations) must also be paid. (Cal. Rev. & Tax. Code § 23305)

Whether your name is still yours

Your original name is not guaranteed to still be yours. The SOS FAQ confirms another entity may lawfully reserve or adopt the suspended corporation’s name during suspension. If that happens, the SOS will not process revivor until the corporation changes its name (amends its Articles), obtains a release from the party holding the name, or persuades that entity to change its own name. Check California’s business-name database before assuming the reinstatement filing will go through under the old name. (California Secretary of State, Business Entities FAQ)

What the filing costs

The FTB’s base Form 3557 BC revivor fee could not be confirmed this session (ftb.ca.gov pages returned HTTP 403 to automated fetch); the SOS-only path (missing Statement of Information) carries a $20 fee for stock corporations. Do not use the $56 ‘walk-through expedite fee’ seen on secondary sites; that is a separate, optional fee not confirmed at primary source either.

What this page does not answer

Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by California’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.

This page covers reinstating a for-profit business corporation. If your entity is an LLC and you are closing it instead of reinstating it, that is a different filing: see dissolving an LLC in California.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster as a source of law; those are the only publishers of the competing versions.

See the filing option on this page