Legal Question in Business Law in California

To close your corporation, simply go to the website for the California Secretary of State, at www.sos.ca.gov. Enter a search for "dissolve" or "dissolution," and you will get all the information and forms for dissolving a California corporation. Be aware that you may have business and legal decisions to make, that the forms may not address. For example, you may need to deal with any outstanding debts, personal guaranties, assets, stock, taxes, and other matters. If you are not sure of what to do, it would be worth it to consult with a business attorney.

As for the suspension, you cannot be sure of the reason for the suspension, unless you or your attorney makes some inquiries. Sometimes, the suspension is the result of a problem with State taxes or a Statement of Information. Other times, it can result from Federal issues, such as income tax returns or Social Security reporting. You or your representative needs to make the phone calls to find out the reason for the suspension.

My office can help you with the process, but, if you are willing to put in the time and you know how to make the necessary business decisions, you can go through the process, yourself. We can be reached at [email protected] or 818-343-0600.

The following passage, about reviving a corporation, is posted on the Secretary of State's website:

"Why is my business entity suspended/forfeited and how do I revive it?

A business entity's powers, rights and privileges can be suspended or forfeited in California by (1) the Secretary of State for failure to file the required Statement of Information; and/or (2) the Franchise Tax Board for failure to file a tax return and/or failure to pay taxes, penalties or interest. Subject to the availability of the business entity name, an entity suspended or forfeited by the:

�Secretary of State can be revived by filing a current Statement of Information with this office. Note: A common interest development corporation must also submit a Statement by Common Interest Development Association (Form SI-CID) together with the Statement of Information. Statement forms are available on the Annual/Biennial Statements webpage. Please refer to the applicable form for complete filing instructions, fees and relevant statutory filing provisions.

�Franchise Tax Board must contact the Franchise Tax Board for revivor requirements.

�Secretary of State and Franchise Tax Board should first file a current Statement of Information with the Secretary of State and obtain a letter of proposed relief from suspension or forfeiture. Upon receipt of the proposed relief letter from the Secretary of State, 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. Note: The business entity will remain suspended by the Secretary of State until both the Secretary of State and Franchise Tax Board revivor requirements have been met.

Information regarding the type of suspension or forfeiture can be obtained by requesting a status report using the Business Entities Records Order Form (pdf ~503KB)."