Compliance & PenaltiesCA

California LLC Late Filing 2026: $250 Penalty + Revivor Steps

Last updated: June 26, 2026

8 min read1,950 words

CPA · Small Business Compliance Specialist

Quick Answer

California does charge a real monetary late fee: a flat $250 penalty for filing your LLC's Statement of Information late (imposed by the Secretary of State, collected by the Franchise Tax Board). On the tax side, the FTB adds a 5% failure-to-file penalty (up to 25%), a 5% plus 0.5%/month failure-to-pay penalty (up to 25%), and 7% annual interest (the rate for the first half of 2026). Ignore the $800 annual franchise tax or your returns long enough and the FTB suspends the LLC, which means it cannot conduct business, sue, or defend a lawsuit until you revive it with Form FTB 3557 LLC.

Key Takeaways

$250 penalty for late Statement of Information
FTB suspension for unpaid franchise tax or unfiled returns
Suspended LLCs cannot conduct business or access CA courts
Revivor (reinstatement) requires filing all back returns and paying all taxes/penalties
Interest accrues on unpaid taxes at the FTB's rate
Multiple compliance systems: SOS (filings) and FTB (taxes)

Item	Cost/Details	Notes
Statement of Information (late)	$250	Penalty for late filing
Franchise Tax Late Penalty	5-25%	Of tax due
LLC Fee Late Penalty	10%	Of fee due
Interest on Unpaid Tax	7% (H1 2026)	Adjusted by FTB semiannually
Revivor (Form FTB 3557 LLC)	$0 form fee	But all back taxes + penalties + interest must be paid first

Statement of Information Penalties

Unlike many states, California genuinely charges a flat-dollar late fee. Every California LLC must file a Statement of Information (Form LLC-12) with the Secretary of State, and missing the deadline triggers a hard $250 penalty — there is no grace period and no discretion. For the full picture of every California deadline and fee in one place, see our California LLC compliance guide.

Filing Deadlines

Initial SOI: Due within 90 days of LLC formation or registration
Biennial SOI: Due every two years during the applicable filing period
Filing fee: $20

Late Filing Penalty

$250 Penalty for Late Statement of Information

Applies immediately after the deadline
No grace period
Penalty is in addition to the $20 filing fee
Total due when late: $270 ($20 + $250 penalty)

What Triggers the Penalty

Missing the 90-day deadline for initial SOI
Missing your biennial filing window
Filing after your designated period ends

Franchise Tax Board Penalties

The California Franchise Tax Board (FTB) administers the $800 annual franchise tax and assesses various penalties for non-compliance.

Late Payment Penalty

Situation	Penalty
Franchise tax paid late	5% of unpaid tax + additional 0.5% per month (max 25%)
LLC fee paid late	10% of fee due
Failure to file return	5% of tax due per month (max 25%)
Estimated fee underpayment	10% of underpayment

Interest Charges

Interest accrues on unpaid tax from the original due date — not from when the penalty is assessed
The FTB adjusts the rate every six months (semiannually), not quarterly
For January 1 – June 30, 2026 the underpayment rate is 7% per year
Interest compounds and continues until the entire balance is paid

For the underlying franchise-tax and LLC-fee numbers these penalties are calculated against, see California LLC Taxes & Fees 2026.

Collection Actions

The FTB has extensive collection powers:

Bank account levies
Wage garnishment
State tax liens
Offset of state tax refunds
License suspension for certain professions

LLC Suspension

California can suspend your LLC for various compliance failures. Suspension is a serious status that prevents your LLC from operating legally.

Causes of Suspension

FTB suspension: Failure to pay franchise tax or file required tax returns
SOS suspension: Failure to file required documents with Secretary of State

How Suspension Happens

Notice sent: The FTB sends notice that taxes are due
Demand notice: If no response, a final demand is issued
Suspension: If still unpaid, the LLC is suspended
Public record: Suspension status appears in state databases

Note: Suspension is automatic once the FTB's demand goes unanswered — no court order or hearing is required. If you are behind on the $800 franchise tax, clear it before the demand period closes.

Consequences of Suspension

A suspended California LLC faces serious operational restrictions:

What You CANNOT Do

Conduct business: Cannot legally transact business in California
File lawsuits: Cannot sue to enforce contracts or protect your interests
Defend lawsuits: Cannot file responsive pleadings in court (may get default judgment against you)
Enter contracts: Contracts may be voidable or unenforceable
Obtain permits/licenses: Cannot get new business licenses
File documents: Secretary of State will reject filings

What CAN Still Happen

You can still BE sued (and may not be able to defend)
Tax obligations continue to accrue
Personal liability risk increases for members/managers
Business relationships and credit may be damaged

Critical Warning: If your LLC is suspended, stop conducting business immediately. Operating a suspended LLC creates personal liability for members and managers, and any contracts entered into may be challenged.

How to Revive a Suspended LLC

To reinstate (revive) a suspended California LLC, you must resolve all issues with both the FTB and the Secretary of State, then file Form FTB 3557 LLC (Application for Certificate of Revivor for a Limited Liability Company). The form itself has no separate dollar fee — what you pay is the back taxes, penalties, and interest behind the suspension. If your agent is also out of date, fix that first: see California Registered Agent Requirements 2026.

Step 1: Determine What You Owe

Contact the FTB to get your total balance due
This includes all back franchise taxes, LLC fees, penalties, and interest
Check with SOS for any delinquent Statement of Information filings

Step 2: File All Delinquent Returns

File all unfiled tax returns with the FTB
File all delinquent Statements of Information with SOS
Pay SOI late penalties ($250 each)

Step 3: Pay All Amounts Due

Pay all franchise taxes, LLC fees, penalties, and interest
Can set up payment plan if unable to pay in full (call FTB)

Step 4: Apply for Revivor

Submit Form FTB 3557 LLC to request a Certificate of Revivor (mail it, or do a walk-through revivor at an FTB field office)
FTB verifies all taxes and returns are current
Once issued, your LLC is restored to good standing
SOS records are updated to reflect the revivor

Timeline

The revivor process typically takes:

FTB processing: 2-4 weeks after payment
SOS update: Usually automatic within a few business days of FTB revivor
Total: 3-6 weeks from paying all amounts due

How to Avoid Penalties

Statement of Information

Set calendar reminders for the 90-day initial deadline
Track your biennial filing period
File online through bizfile.sos.ca.gov for fastest processing

Franchise Tax

2026 California LLC Compliance Calendar

April 15, 2026 — $800 minimum franchise tax due (calendar year LLCs)
June 15, 2026 — Q2 estimated LLC fee payment (if you expect to owe)
September 15, 2026 — Q3 estimated LLC fee payment
December 15, 2026 — Q4 estimated LLC fee payment
Biennial SOI — Due every 2 years during your LLC's applicable filing window (check bizfile.sos.ca.gov for your specific deadline)

Pay the $800 by April 15 each year (for calendar year LLCs)
Make estimated payments if you expect to owe the LLC fee
Set up automatic payments or recurring reminders

If You Want to Close Your LLC

If you no longer want the LLC, don't just abandon it - you'll keep owing $800/year:

File a Certificate of Dissolution with the SOS
File a final tax return with the FTB
Pay any remaining taxes due
Once properly dissolved, no more franchise tax accrues

Bottom Line: California's penalties are significant, and the $800 annual franchise tax applies regardless of income. Stay on top of both SOS filings and FTB payments to avoid suspension and the costly revivor process.

Frequently Asked Questions

What is the penalty for late Statement of Information in California?

The penalty for filing a late Statement of Information is $250. This applies both to the initial SOI (due within 90 days of formation) and the biennial SOI (due every two years).

What happens if I don't pay California's $800 franchise tax?

If you fail to pay the franchise tax, the Franchise Tax Board (FTB) will assess penalties and interest. Eventually, the FTB will suspend your LLC, which prevents you from conducting business in California until you pay all amounts due and apply for revivor.

What does it mean for a California LLC to be 'suspended'?

A suspended LLC cannot lawfully conduct business in California. It cannot defend lawsuits, enter into contracts, or exercise the powers of an LLC. Suspension is typically caused by failure to pay franchise tax or file required tax returns.

How do I reinstate (revive) a suspended California LLC?

To revive a suspended LLC, file all delinquent tax returns, pay all unpaid taxes plus penalties and interest, and submit Form FTB 3557 LLC (Application for Certificate of Revivor for a Limited Liability Company) to the Franchise Tax Board. If the suspension also involves a missed Statement of Information, you must file the delinquent SOI (and pay the $250 penalty) with the Secretary of State. There is no separate dollar fee for the revivor form itself — the cost is whatever back taxes, penalties, and interest you owe.

What's the interest rate on unpaid California franchise tax?

The FTB adjusts its interest rate every six months (semiannually), not quarterly. For the first half of 2026 (January 1 through June 30), the rate on underpayments is 7% per year, compounded. Interest runs from the original due date until the entire balance is paid in full.

Can I avoid the $800 franchise tax by dissolving my LLC?

To stop owing the $800 annual franchise tax, you must properly dissolve your LLC with the California Secretary of State. Simply stopping business operations or not filing returns doesn't eliminate the tax obligation - you'll continue to owe $800 per year until properly dissolved.

What is the late filing penalty for a California LLC?

California LLCs face two main late filing penalties in 2026: a flat $250 penalty for a late Statement of Information (added to the $20 filing fee, so $270 total), and FTB penalties for late franchise tax — 5% of the unpaid tax immediately, plus 0.5% per month up to a 25% maximum. A late LLC fee adds another 10%. Combined, a single missed year can easily exceed $500 before interest.

How do I reinstate a suspended California LLC?

To reinstate (revive) a suspended California LLC, follow four steps: (1) contact the FTB at 800-852-5711 to determine your full balance — back franchise tax, LLC fees, penalties, and interest; (2) file all delinquent tax returns and any missing Statements of Information ($250 penalty each); (3) pay all amounts due in full or set up an FTB payment plan; (4) submit Form FTB 3557 LLC to request a Certificate of Revivor. Total processing typically takes 3–6 weeks after payment, though FTB field offices can do a same-day walk-through revivor if you have already paid.

Does California charge interest on late franchise tax?

Yes. The California Franchise Tax Board charges interest on unpaid franchise tax starting from the original due date — not from when the penalty is assessed. The FTB adjusts the rate every six months (semiannually); for the first half of 2026 it is 7% per year, compounded. Interest continues accruing until the entire balance (tax + penalties + prior interest) is paid, which is why partial payments rarely stop the bleeding.

How long do I have to fix a missed Statement of Information?

There is no formal grace period — the $250 penalty applies the day after your deadline. However, you can file the late SOI online at bizfile.sos.ca.gov at any time to stop further escalation. If you continue to ignore the SOI, the Secretary of State can eventually suspend or forfeit your LLC for non-filing, which is separate from (and on top of) any FTB tax suspension.

Can I be personally liable for California LLC penalties?

Generally, the LLC itself owes the penalties, not the members. But personal liability risk increases sharply if you continue operating a suspended LLC: contracts may become voidable, the limited liability shield can be challenged, and members or managers who sign agreements on behalf of a suspended entity can be held personally responsible. The FTB can also pursue responsible individuals for unpaid trust-fund taxes (like payroll withholding).

Official Source

For the most up-to-date information, always verify requirements with the official California Secretary of State website:

https://www.sos.ca.gov/business-programs

Important Disclaimer

This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.

Complete California LLC Compliance Guide

View all California LLC requirements, fees, and deadlines in one place.

View CA State Guide

Or compare California to every state on the annual report deadlines hub.

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