What happens when the California Secretary of State suspends your business
A suspended business means the California Secretary of State has revoked your right to do business in the state. Your business cannot legally operate, sign contracts, sue or be sued, or conduct any official transactions. The suspension stays in place until you take specific steps to remove it.
The most common reason for suspension is failure to file your annual Statement of Information or pay the required filing fee. Other reasons include not maintaining a registered agent in California, failing to pay franchise taxes, or not responding to official notices from the Secretary of State. Once suspended, your business status becomes inactive and you lose legal standing to operate.
Reinstatement is possible, but the process depends on why your business was suspended and how long it has been inactive. You will need to file paperwork with the Secretary of State and pay any outstanding fees or taxes. The state does not automatically reinstate suspended businesses — you must request it.
Key Takeaways
- A suspended business cannot legally operate in California until the Secretary of State removes the suspension.
- Most suspensions result from missing the annual Statement of Information important date or not paying the filing fee.
- Reinstatement requires filing a Certificate of Reinstatement with the Secretary of State and paying all back fees and taxes owed.
- The Secretary of State's online filing system or a registered agent can submit your reinstatement paperwork.
- Reinstatement typically takes two to four weeks after the Secretary of State receives your complete paperwork.
Check your current suspension status with the Secretary of State
Before you file for reinstatement, confirm that your business is actually suspended and find out the reason. Go to the California Secretary of State's Business Search tool at sos.ca.gov and search for your business by name or entity number. The search results will show your current status — if it says "Suspended," you will see the suspension date.
The search tool does not always explain why the suspension happened. If you need that information, contact the Secretary of State's Business Programs Division at 916-653-3795 or email them through the website. Have your entity number or business name ready. They can tell you whether the suspension is due to a missed filing, unpaid taxes, or another reason, and what you must do to fix it.
Write down the suspension date and the reason if the division provides one. You will need this information when you file for reinstatement, and it affects which forms you submit.
Gather the documents and fees you will need
Reinstatement requires a Certificate of Reinstatement filed with the Secretary of State, plus payment of the reinstatement fee. The current reinstatement fee is $139.50 for most business types, though this can change. You will also owe any back fees for annual filings you missed while suspended, and any unpaid franchise taxes.
Before you file, contact the California Franchise Tax Board at 916-845-6500 or visit ftb.ca.gov to learn about you owe back taxes. If you do, you must pay those taxes or set up a payment plan before the Secretary of State will reinstate your business. The Franchise Tax Board can tell you the exact amount and accept payment over the phone or online.
Gather these items: your business entity number, the Certificate of Reinstatement form (Form SI-100 for most businesses), proof of any tax payments made, and your credit card or bank account information to pay the reinstatement fee. If your business is a corporation or LLC, you may also need to provide proof that you have a current registered agent in California.
File your Certificate of Reinstatement online or by mail
The fastest way to reinstate your business is through the Secretary of State's online filing system at sos.ca.gov/business-programs/filings-records. Log in with your account or create one if you do not have one. Search for "Certificate of Reinstatement," select your business type, and follow the prompts to fill out the form.
The online form asks for your entity number, business name, and the reason for reinstatement (usually "to reinstate a suspended entity"). You will pay the $139.50 reinstatement fee by credit card or debit card at the end. The system will show you a confirmation number when ready after you submit.
If you prefer to file by mail, read the Certificate of Reinstatement form from the Secretary of State website, fill it out by hand or type it, and mail it to the address listed on the form along with a check for $139.50. Mail filing takes longer — typically two to three weeks for processing, plus mail delivery time. Keep a copy of everything you send.
If you have a registered agent or business attorney, they can file the Certificate of Reinstatement on your behalf. Some registered agent services include reinstatement filing as part of their compliance packages.
Pay any back franchise taxes before reinstatement is final
The Secretary of State will not complete your reinstatement if you owe franchise taxes to California. Contact the Franchise Tax Board before you file your Certificate of Reinstatement and ask for a payoff amount. If the amount is small, you can pay it when ready by phone or online at ftb.ca.gov.
If you owe a large amount or cannot pay in full, the Franchise Tax Board can set up a payment plan. Explain your situation when you call 916-845-6500. Once you have a payment plan in place or have paid the taxes, include proof of payment or the payment plan agreement with your Certificate of Reinstatement filing. The Secretary of State will verify this with the Franchise Tax Board before approving your reinstatement.
Do not skip this step. A suspended business that owes taxes will remain suspended even after you file the Certificate of Reinstatement, and the Secretary of State will send you a notice explaining the hold.
What to expect after you file for reinstatement
After the Secretary of State receives your Certificate of Reinstatement and processes your payment, you will receive a confirmation letter by mail or email (depending on how you filed). This letter confirms that your business has been reinstated and is now active again. The entire process usually takes two to four weeks from the date the Secretary of State receives your paperwork.
Once reinstated, your business can resume normal operations — you can sign contracts, open bank accounts, and conduct business under your registered name. However, reinstatement does not erase the suspension from your business history. The record will show that your business was suspended and then reinstated.
After reinstatement, you must stay current on your annual Statement of Information filing and any franchise tax payments. Missing these important date again will result in another suspension. Set a calendar reminder for your annual filing important date so you do not miss it.
Frequently Asked Questions
Can I operate my business while waiting for reinstatement to be approved?
No. Your business remains suspended until the Secretary of State officially approves your reinstatement. Operating a suspended business is illegal in California and can result in penalties or fines. Wait for your confirmation letter before resuming business activities.
What if I cannot pay the back franchise taxes right now?
Contact the Franchise Tax Board and ask about a payment plan. You can set up a plan to pay the taxes over time, and the Secretary of State will reinstate your business once the plan is in place. You must provide proof of the payment plan when you file your Certificate of Reinstatement.
How long does reinstatement take if I file online versus by mail?
Online filing is faster — usually two to four weeks total. Mail filing takes longer because of postal delivery time plus processing time at the Secretary of State's office, often four to six weeks. If you need your business reinstated quickly, file online.
Do I need to file a new Statement of Information after reinstatement?
You do not need to file a new one when ready after reinstatement, but you will owe one for the year in which you were suspended. Check your filing important date with the Secretary of State's Business Search tool. File it as soon as possible after reinstatement to avoid another suspension.
What if the Secretary of State denies my reinstatement?
Reinstatement is usually denied because you did not pay all back taxes or franchise fees, or because your paperwork was incomplete. The Secretary of State will send you a letter explaining why. Fix the issue and file again, or contact the Business Programs Division at 916-653-3795 for guidance on what to do next.