In California, a business's annual report is called the Statement of Information. It's a required filing to keep the state updated with information about registered agent and officers of the company. This annual filing must be made on time, with an annual fee of $25. If it is filed late, the penalty is $250 or more.
C Corporations must file with the California Secretary of State every year. Newly formed or registered companies must file their first Statement of Information within 90 days of forming or first registering their company with the state.
The Statement of Information (SOI) must be filed by companies from other states (foreign) that register to do business in California as well as California companies (domestic). Companies are required to file the SOI regardless of if they've actively conducted business or not.
Your registered agent should handle this filing for your company. Startups who are headquartered in California, typically have their founder as the registered agent. Startups who are outside of California, but have an employee in California, for example, will use a registered agent service to register the company to do business in California (we recommend Middesk for this).
The Statement of Information contains information regarding the registered agent for the company, the principal officers and incumbent directors, along with other details of the organization. There is a separate amendment process to change the name and some other details of your company, but you must use a Statement of Information to change your registered agent. If the State of California wants to serve you with legal notification, it will use the latest Statement of Information records to know where to find your registered agent.
Good news! When a corporation is forfeited in California, it can become Active (in good standing) again.
How a forfeited corporation is revived, however, depends on why and how the foreign corporation was forfeited. If the corporation was forfeited by the California Secretary of State, the reviver is actually less onerous than if the suspension (forfeited status) was initiated by the California Franchise Tax Board.
If the foreign corporation was forfeited by the California Secretary of State, the foreign corporation will need to file a new Statement of Information along with proof that the foreign corporation is in good standing in its original state of formation (e.g. Delaware.). In some cases, the foreign corporation will also need to amend its Articles of Incorporation to effectuate a change of status from forfeited to active.
If the corporation was forfeited by the California Franchise Tax Board, then someone will need to contact the Franchise Tax Board on behalf of the forfeited corporation to determine everything that is necessary to revive the entity back to active (good standing) status. If attempting to perform this task from another state, you should be aware that it often takes the California Franchise Tax Board 3-6 months to lift a forfeiture when documents are processed by the mail or online.
To revive your business and be in good standing, you must:
This guide for informational purposes only and does not constitute legal or tax advice or create an attorney-client relationship. Companies should consult their own attorneys or tax accountants for advice on these issues. Because of the generality of the issues discussed in this piece, the information provided may not apply in all situations and should not be acted upon without specific legal or tax advice based on particular situations.
