Administrative Dissolution/Cancellation

Overview

Administratively, we have the authority to:

• Dissolve a domestic corporation
• Cancel a domestic LLC

We will send an Administrative Dissolution/Cancellation - Intent Notice letter to a qualified business suspended by FTB for 60 or more consecutive months. The letter initiates the Administrative Dissolution/Cancellation process.

You have 60 days from the notice date on the letter to object to our decision. If you do not provide written objection within the timeframe, your business will be Administratively Dissolved/Canceled. If we receive a timely written objection, you will have 90 days to revive your business.

How we notify your business of the Administrative Dissolution/Cancellation

Before we Administratively Dissolve/Cancel your business, we will mail an Administrative Dissolution/Cancellation - Intent Notice letter to your business’s last known address. Depending on your business type, we will send one of two notices:

• Domestic Corporations: Administrative Dissolution - Intent Notice 5125C
• Domestic LLC: Administrative Cancellation - Intent Notice 5126C

When we notify your business, we also provide the Secretary of State (SOS) with a list of all businesses pending Administrative Dissolution/Cancellation. The SOS then posts the list on their website for 60 days in order to allow time for a written objection.

If your business’s name is listed on the SOS website for pending Administrative Dissolution/Cancellation and you did not receive the Administrative Dissolution/Cancellation - Intent Notice letter, you will need to call FTB.

Phone

916-845-7700

How you object to an Administrative Dissolution/Cancellation

If your business receives an Administrative Dissolution/Cancellation - Intent Notice letter, and you don’t agree with our decision, you have 60 days from the notice date on the letter to send us a written objection.

To submit a written objection:

• Check the box “I object to FTB administratively dissolving/canceling the domestic corporation/LLC named above” on your intent notice letter
• Include your SOS business number or federal employer identification number (FEIN) and your phone number on all pages
• Mail or fax the letter back to us:
  

  Mail

  Business Entity Correspondence
  Franchise Tax Board
  PO Box 942857
  Sacramento CA 94257-4040

  Fax

  916-855-5519

What happens after you object?

We will attempt to contact you after we receive your written objection. You have 90 days from the date we receive your written objection to revive your business. If you do not revive your business within the 90-day time frame, we will Administratively Dissolve/Cancel your business.

To revive your business:

• File all tax returns
• Pay all taxes, fee, penalties, and interest
• File a current Statement of Information with the SOS
• Fulfill any other requirements
• File an Application for Certification of Revivor:
  • FTB 3557 BC
  • FTB 3557 LLC

When FTB receives a written objection, we notify SOS to allow time for the revivor.

If your business fulfills the above requirements, we will withdraw the Administrative Dissolution/Cancellation.

If you do not object

If your business receives an Administrative Dissolution/Cancellation - Intent Notice letter and you agree with our decision, you do not have to take any action. Your business will be Administratively Dissolved/Canceled 60 days from the notice date on the letter.

What happens once the Administrative Dissolution/Cancellation is final?

FTB and SOS will legally terminate your business. Your business’s status will reflect dissolved/canceled on the SOS website. There are no appeal rights after the Administrative Dissolution/Cancellation is final.

Contact us about Administrative Dissolution/Cancellation

Phone

916-845-7700
Weekdays, 8 AM to 5 PM
Closed on state holidays.