Two agencies keep score on a California entity. The Secretary of State runs the registry: formation, Statements of Information, dissolutions. The Franchise Tax Board collects the returns and the $800 minimum franchise tax. Either one can suspend you, and each certifies its own record. That is why a California business can be asked for two different "good standing" documents, and why the Secretary of State’s business search shows statuses like Active, Suspended – FTB, Suspended – SOS, and Suspended – SOS/FTB.
The Secretary of State Certificate of Status
This is California’s Certificate of Good Standing. The Secretary of State says it certifies to the current status of an entity, listing examples of active or good standing, suspended, dissolved, and cancelled. Read that carefully: the certificate reports whatever the status is. A suspended entity can still buy one, and it will say suspended.
It costs $5. Order it through bizfile Online (you need a login) and it is available within minutes for corporations, LLCs, and limited partnerships. You can also submit the Business Entities Records Order Form by mail or in person in Sacramento. Only the Secretary of State issues it; the office has published an alert about fraudulent Certificates of Status sold through websites and messaging apps.
This is the document other states want when you foreign qualify, the one banks and landlords put on their checklists, and the one an apostille attaches to. If we retrieve it for you, the price is from $50, state filing fee included.
The FTB Entity Status Letter
The Franchise Tax Board’s Self Serve Entity Status Letter tool at webapp.ftb.ca.gov/eletter lets you search by entity ID or name and print a letter stating whether the entity is currently in good standing with the FTB. It is free and immediate.
Two limits. It covers corporations and LLCs only; limited partnerships, LLPs, and general partnerships are excluded, and the FTB points those to the Secretary of State’s Certificate of Status instead. And a name change filed with the Secretary of State can take up to 30 days to reach the FTB, so search by entity ID if the name is new.
Because the letter is free and self-serve, pull it yourself. We retrieve the Secretary of State certificate; there is nothing to gain by paying anyone for the FTB letter. The letter is dated the day you print it, so it is subject to the same 30-day recency habits as the Secretary of State certificate. Print a fresh one when the deal is ready rather than weeks ahead.
How the two records feed each other
The agencies are separate, but their records are linked. The Secretary of State warns that failure to file the Statement of Information may result in penalties assessed by the Franchise Tax Board and in suspension or forfeiture. A tax suspension, in turn, is reported to the Secretary of State and appears in the business search as Suspended – FTB.
The long tail is administrative termination. The FTB can move to administratively dissolve or cancel a domestic LLC or stock corporation whose rights have been suspended for 60 or more continuous months (48 months for nonprofits). The Secretary of State posts a pending-termination notice, the entity has 60 calendar days to file its returns, pay what it owes, and file a current Statement of Information, or to lodge a written objection that buys 90 more days, and if nothing happens the entity is terminated. A business that ignored both agencies for five years stops existing.
What "Suspended – FTB" and "Suspended – SOS" mean
Suspended – SOS. The Secretary of State suspended or forfeited the entity for failure to file the required Statement of Information. The fix is to file a current Statement of Information on bizfile Online (and, if applicable, reimburse the Victims of Corporate Fraud Compensation Fund).
Suspended – FTB. The Franchise Tax Board suspended or forfeited the entity for failure to meet tax requirements: a return not filed, or tax, penalties, or interest not paid. A suspended entity loses its rights, powers, and privileges to do business in California. It cannot legally do business, sell or transfer real property, obtain a refund, sue or defend itself in court, or protect its name. Revivor requires filing the missing returns, paying the balance, and submitting an Application for Certificate of Revivor (Form FTB 3557).
Suspended – SOS/FTB. Both. The Secretary of State says to file the Statement of Information first, obtain a Proposed Relief Letter from the Secretary of State, then complete the FTB 3557. The entity stays suspended with the Secretary of State until both agencies’ requirements are met.
While any suspension is in place, neither document will show good standing: the Certificate of Status will state the suspension, and the FTB letter will not show good standing.
Which document each requester wants
Foreign qualification in another state: the Secretary of State Certificate of Status. That is what the receiving state means by good standing from the home state.
Bank or SBA loan: the Certificate of Status. Some lenders also ask for the FTB letter, because a tax suspension can appear before the Secretary of State record catches up.
Commercial lease: the Certificate of Status; the FTB letter is a common add-on for larger leases.
Escrow, title, and any sale or refinance of real property: the FTB letter, usually alongside the Certificate of Status. A suspended entity cannot validly sell or transfer real property, so title companies check tax standing before closing.
Buyer diligence, investors, M&A: both, and often a Long Form or certified copies of formation documents as well.
Apostille for use abroad: the Certificate of Status, which the Secretary of State then authenticates.
Out-of-state entities registered in California
A Delaware corporation or Nevada LLC that has registered to do business in California has a California record too, and both agencies track it. The Secretary of State can issue a Certificate of Status on the California registration, and the FTB letter covers the entity’s California tax standing. A California bank or escrow officer dealing with a foreign entity typically wants the California documents plus a Certificate of Good Standing from the home state.
A practical order of operations
Check the free Secretary of State business search first. If the status is Active, order the Certificate of Status and, if anyone has asked for tax standing, print the FTB letter. If the status shows any suspension, stop: buying the certificate now only documents the problem. Clear the suspension with the agency named in the status, wait for the record to update, then order. Both documents are dated as of issue, so time them to the requester’s recency window, typically within 30 days.