You looked up your company on the California Secretary of State's business search and the status says suspended, with FTB, SOS, or both attached. The label names the agency that acted, and since each agency suspends for its own reason, it also tells you roughly what was missed.
Below is what each status means in the agencies' own words, what the company can't do while it lasts, and the order to fix it in. After that comes the part most guides skip, which is where the warning letters went. We run a mailbox service, and the section before the FAQ says plainly what a mailbox can and can't do here.
What do "Suspended - FTB," "Suspended - SOS," and "Suspended - FTB/SOS" mean?
People usually search these statuses as "Suspended - FTB," "Suspended - SOS," or "Suspended - FTB/SOS." The Secretary of State's page of Business Search status definitions words them as "FTB Suspended," "SOS Suspended," and "SOS/FTB Suspended." We haven't checked how the bizfile screen punctuates them today, so match yours by which agency is named.
The SOS status is usually about one filing. The definition reads: "The business entity was suspended or forfeited by the Secretary of State for failure to file the required Statement of Information."
The FTB status is about taxes: "The business entity was suspended or forfeited by the Franchise Tax Board for failure to meet tax requirements (e.g., failure to file a return, pay taxes, penalties, interest)."
The combined status means "The business entity was suspended or forfeited by both the Secretary of State and the Franchise Tax Board as stated above." The definition says both agencies acted, and you'll have to clear both.
You may see "forfeited" instead. The same page uses "Suspended" for domestic entities and "Forfeited" for foreign ones, meaning companies formed in another state and qualified in California. Either way, "The business entity's powers, rights and privileges, which include the right to use the entity's name in California, were suspended or forfeited in California."
| Status on the definitions page | Agency that acted | What was missed | Where the fix starts |
|---|---|---|---|
| SOS Suspended | Secretary of State | Usually the Statement of Information | Filing a current Statement of Information |
| FTB Suspended | Franchise Tax Board | A tax return, or tax, penalties, or interest owed | Filing and paying, then a revivor application to FTB |
| SOS/FTB Suspended | Both | Both of the above | The Statement of Information first, then FTB |
What can't a suspended California company do?
The Franchise Tax Board's page for suspended businesses starts with the general rule: "When your business has been suspended or forfeited, it is not in good standing and loses its rights, powers, and privileges to do business in California." Its list of what you can't do includes these items:
- "Legally do business"
- "Sell, transfer, or exchange real property"
- "Be issued a refund"
- "Legally close or dissolve your business"
- "Bring an action or defend your business in court"
- "Maintain the right to use your business name"
That dissolve item means a dormant company can't simply be shut down while it's suspended. The suspension has to be cleared first.
Contracts are the other big consequence. FTB's page says: "If you enter into any contracts while you are not in good standing, the other party can void the contract." Revenue and Taxation Code §23304.1(a) makes contracts signed during a tax suspension "voidable at the request of any party to the contract other than the taxpayer," and §23304.5 says that right can be used "only in a lawsuit," and the court can't rule against the company unless it is "allowed a reasonable opportunity to cure the voidability." The same FTB page adds that "A corporation suspended by the Secretary of State only is not subject to contract voidability." That sentence is about corporations. The page doesn't say the same about LLCs, but §23304.1 itself only reaches suspensions under the tax sections it lists ("Section 23301, 23301.5, or 23775"), which are FTB suspensions.
There's money on the Secretary of State side too. FTB's page says: "If the SOS suspends/forfeits your business, they may impose a $250 penalty that we collect."
How do you fix a suspension, and in what order?
Start with which agency is named, because each one has its own step.
If the status is SOS only, the fix is filing a current Statement of Information with the Secretary of State. Note a recent change on the Secretary of State's Statements page: "Effective August 1, 2026, web User Access is required for Statement of Information filings." If getting into bizfile is where you're stuck, see requesting a bizfile PIN by mail.
If the status is FTB only, FTB's page gives three steps: "To revive your business and be in good standing, you must: File all past due tax returns / Pay all past due tax balances / File a revivor request form." The revivor form is the Application for Certificate of Revivor, filed as FTB 3557 BC for corporations or FTB 3557 LLC for LLCs. FTB's revivor line is 888-635-0494.
Past due returns often include years when nothing happened. FTB says entities on file with the Secretary of State "must file and pay at least $800 franchise or annual tax from their registration date to current, regardless of business activity." That minimum is a common way a quiet LLC ends up FTB suspended, and our franchise tax guide explains how it works. When you mail the revivor form, use the address on FTB's current web page. The 3557 BC PDF we opened is a 2015 revision, and its ZIP+4 (94257-0511) differs from the one on the web page (94257-4040).
If the status is SOS/FTB, the order matters. The Secretary of State's FAQ says: "First file a current Statement of Information ... and obtain a Secretary of State Proposed Relief Letter ... the business entity should complete an Application for Certificate of Revivor (Form FTB 3557) and submit the application along with a copy of the Proposed Relief Letter to the Franchise Tax Board." FTB's page lines up with that: "Your business must be in good standing with the Secretary of State (SOS) to revive your business entity." Until both agencies' requirements are met, the FAQ says, the company stays suspended.
Why didn't anyone warn you before the suspension?
Both agencies have to send notice first. The trouble is usually where it went.
The Secretary of State's routine filing reminder, sent about three months before the filing period closes, goes to the address in its own records. The LLC statute, Corporations Code §17702.09, says that reminder "shall be sent to the last mailing address of the limited liability company ... according to the records of the Secretary of State, or if none, to the street address of the principal office." The corporation rule in §1502(d) points to the last address in those records, or to an email address if the corporation has elected to receive notices by email. In practice, that's the mailing address on your last Statement of Information. The pending-suspension notice statutes below don't name an address.
Before suspending, the Secretary of State sends a notice under §2205 (§17713.10 is the LLC version) that the company's "corporate powers, rights, and privileges will be suspended after 60 days if it fails to file a statement pursuant to Section 1502." The FAQ says the Statement of Information "must be received and filed by the California Secretary of State no later than 60 days from the Notice Date that appears on the Notice of Pending Suspension/ Forfeiture."
Missing a letter doesn't protect you. For the routine reminder, the corporation statute says "The failure of the corporation to receive the notice is not an excuse for failure to comply with this section," and the LLC statute says the same in its own words. The Secretary of State's FAQ covers the later letter too, saying the filing is due "even if it did not receive the reminder or the notice of delinquency, however, that is why it is important to keep the entity's address information up to date with the Secretary of State to ensure notices are received."
On the tax side, Revenue and Taxation Code §21020 bars a tax suspension "unless the board has mailed a notice preliminary to suspension," and that notice "shall be mailed to the taxpayer at least 60 days before the date certain." §21020 doesn't say which address it goes to. A separate section, §18416, defines a taxpayer's "last known address" as "the address that appears on the taxpayer's last return filed with the Franchise Tax Board" unless you've told FTB about a different one or FTB has a newer address it has reason to believe is current. That section is written for its own part of the tax code, and §21020 sits in another part without pointing to it, so treat the link between them as our reading.
So you have two addresses with two agencies. The Secretary of State uses your Statement of Information, and FTB uses what it has from your returns or your last change of address. You can change FTB's copy online, by phone, or with form FTB 3533-B, whose instructions say "The changes to your mailing address will be used for future correspondence." We found no page from either agency saying an update at one carries over to the other, so change both.
Where a mailbox helps, and where it doesn't
A mailbox won't lift a suspension. The filings, payments, and revivor steps above are the only way out.
What a mailbox can do is make the next warning harder to miss, and only if both agencies have its address. The Statement of Information has a mailing address field, which the corporation statute describes as "The mailing address of the corporation, if different from the street address of its principal executive office." A mailbox address can go there. FTB then needs the same update separately, through MyFTB, by phone, or on FTB 3533-B. Both the corporation and LLC statutes also let the company opt into email notices from the Secretary of State by listing an email address on the Statement of Information, which is free and worth setting up alongside either address.
Two other slots on the same form aren't a place for a mailbox. Your agent for service of process needs a California resident's street address or a qualifying corporate agent, and our mailbox isn't one; see whether a virtual mailbox can be your agent. The principal executive office line asks for a street address, and we haven't found official text saying a mail receiving address qualifies there, so don't count on it. Which LLC address slots are public record goes through each field.
Auteur is in pre-launch. Orders are open in Silicon Valley and Los Angeles, and the exact street address is assigned the day the city opens, so you won't have it for a filing before then. For a company, the Virtual Business Address receives mail in a business or trade name, while the Virtual Mailing Address takes individual names only. Every piece gets an envelope photo, and opening and scanning is one flat fee per piece, only when you ask. USPS Form 1583 has to be on file before any provider can receive mail for you, and pricing comes by email with the next steps.
A photo only helps if someone looks at it, and the law still treats a missed notice as your problem. If that works for you, get your address in Silicon Valley or Los Angeles. Ordering is free, no card is needed, and nothing is charged.
FAQ
Can a suspended LLC still do business in California?
No. FTB's page says a suspended or forfeited business "loses its rights, powers, and privileges to do business in California," and the first item on its list of things you can't do is "Legally do business."
How long do you have after a notice of pending suspension from the Secretary of State?
The FAQ gives 60 days from the Notice Date printed on the notice. The count starts on that date, so the time left depends on when you actually open the letter.
Does filing the Statement of Information fix an FTB suspension?
It clears the Secretary of State side only. You'll still need to file the missing returns, pay what's owed, and send FTB the revivor application, with the Proposed Relief Letter if both agencies suspended you.
Does changing my Statement of Information mailing address update FTB?
We found no page from either agency saying it does. Update FTB through MyFTB, by phone, or with form FTB 3533-B.
Why do I owe tax if my LLC never made money?
FTB says the $800 minimum applies "regardless of business activity," from the date the entity went on file with the Secretary of State. The franchise tax guide has the details.
