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Compliance and filings in California

A Delaware corporation qualifies with the Secretary of State for $100, files a $25 Statement of Information every year, and owes the FTB at least $800 a year from its second year.

Jurisdiction
California
Reading time
2 min
Checked
October 13, 2026
Point at another state to compare its compliance.

Key figures

California compliance

2026, with sources

Foreign qualification
$100Statement and Designation by Foreign Corporation, with a certificate of good standing from Delaware.
Statement of Information
$25, annuallyEvery year for qualified out-of-state corporations; LLCs file every two years.
Minimum franchise tax
$800From the second taxable year after qualifying.
Form 100 due date
15th day of the 4th monthAutomatic 7-month extension to file, not to pay.
Unclaimed property Notice Report
Before Nov 1Life insurers report before May 1.

Two agencies, two lists

California splits a corporation’s standing between the Secretary of State, which holds the registration and the annual Statement of Information, and the Franchise Tax Board, which holds the tax account. Either can suspend the company: the Secretary of State for missing Statements of Information, the FTB for unfiled returns or unpaid tax. A suspended company can’t enforce its contracts, so a lapse found in diligence has to be cured before closing.

A Delaware corporation qualifies by filing a Statement and Designation by Foreign Corporation ($100) with a current certificate of good standing, then files a Statement of Information within 90 days and every year after.

Local registrations

Most California cities require a business license or tax registration once an employee works there. San Francisco requires every business operating in the city to register and renew each year, even when exempt from the fee; after Proposition M (2024), businesses with San Francisco gross receipts at or under $5 million generally do not file the gross receipts tax return. Los Angeles, Oakland and San Jose run their own business tax registrations.

Unclaimed property

The State Controller’s Office runs a two-step cycle: a Notice Report, due before November 1, listing property that became reportable as of June 30, then a Remit Report and payment due June 1–15 of the next year. For a startup that is mostly uncashed payroll and vendor checks and unapplied customer credits.

Deadlines

  1. Every year, in the month of original registration or the five months before itForeign corporation’s officers, address and agent; the first one within 90 days of qualifyingStatement of Information (Form SI-550)
  2. 15th day of the 4th month after year end — Apr 15Corporation franchise tax return and paymentForm 100
  3. Before Nov 1Unclaimed property held as of June 30; no funds sent with itNotice Report
  4. Jun 1–15 of the following yearPayment of the property listed on the Notice ReportRemit Report

Common questions

Do we have to register a Delaware company in California?

If it is doing business in California, yes, and the FTB applies its own test regardless of whether you registered. Qualifying with the Secretary of State is a $100 filing. A corporation that transacts business in California without qualifying still owes FTB tax, can be penalized, and can’t bring a lawsuit in a California court until it qualifies.

Is the Statement of Information every year or every two?

Every year for a corporation. The Secretary of State says qualified out-of-state corporations file in the month of registration each year; it is LLCs and nonprofits that file every two years. The fee is $25, and missing it is the most common reason a company is suspended.

What happens if we fall behind on California filings?

Both agencies can suspend it. The Secretary of State suspends a corporation that misses its Statement of Information, and the FTB suspends one that doesn’t file returns or pay tax. While suspended, the company can’t defend or bring a lawsuit in a California court and its contracts can be voidable, so the fix is to file what is missing, pay the balance and apply for revivor before a financing or sale closes.

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Sources

Checked against each agency’s own page on . Rates and thresholds change, usually on January 1.

General information for US companies, not tax, legal or accounting advice for yours. Rules and thresholds change; confirm the specifics with a CPA or the agency before you act on them.

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