What Happens if My LLC is Dissolved by California?
California's Secretary of State may suspend or forfeit your LLC if you fail to file required biennial Statements of Information (Form LLC-12) on time. Once dissolved, your LLC loses legal authority to conduct business, cannot enter contracts or sue in court, and you face personal liability for business obligations. Reinstatement requires filing all delinquent reports, paying the $250 late penalty, and obtaining approval from both the Secretary of State and Franchise Tax Board.
How Dissolution Occurs
Under Cal. Corp. Code §§ 17707.01–17707.06, the Secretary of State administratively dissolves an LLC for failing to file its biennial Statement of Information within the required timeframe. The first report is due within 90 days of formation; subsequent reports are due every two years during your filing month. There is no grace period—missing the deadline triggers the $250 penalty and potential dissolution.
Consequences of Dissolution
A dissolved LLC cannot legally operate. You cannot sign contracts, hire employees, or access business bank accounts. Personal liability exposure increases significantly—creditors may pursue you individually for unpaid debts. The Franchise Tax Board may assess additional penalties and interest. Your business name becomes available for others to use.
How to Reinstate Your LLC
Step 1: File Delinquent Reports
Submit all overdue Statements of Information (Form LLC-12) to the Secretary of State at https://bizfileonline.sos.ca.gov/. Each report costs $20.
Step 2: Pay the Penalty
Include the $250 late penalty for each missed filing (Cal. Corp. Code § 17707.03).
Step 3: Request Revival
Contact the California Secretary of State at (916) 657-5448 or visit https://www.sos.ca.gov/ to formally request reinstatement. There is no reinstatement filing fee.
Step 4: Obtain Tax Clearance
Contact the Franchise Tax Board to ensure your LLC has no outstanding tax obligations and obtain written clearance before the SOS will restore your LLC's active status.
Timeline: Allow 4–6 weeks for processing. Your LLC is not legally restored until both agencies approve.
Prevention
File your Statement of Information within 90 days of formation, then every two years during your filing month. The $20 filing fee is minimal compared to reinstatement complications. Set calendar reminders to avoid missing deadlines.
Contact Information
California Secretary of State
Phone: (916) 657-5448
Website: https://www.sos.ca.gov/
Online Filing: https://bizfileonline.sos.ca.gov/
This is general information, not legal advice.