The California Secretary of State's website allows the public to access information concerning corporations, limited liability companies and limited partnerships of record with the California Secretary of State.  A business entity will be of record either because it is a domestic entity (i.e., an entity formed under the laws of California) or a foreign entity (i.e., an entity formed under the laws of some other jurisdiction).  If an entity is of record, the website will disclose the entity's status in a number of different ways, including canceled, suspended, and forfeited.  Sometimes, the confusion over these terms can be grating.

Canceled

Cancellation occurs because the filing fee for the formation or qualification/registration filing was not honored.  The Secretary of State uses the term "canceled" in reference to domestic and foreign corporations and "SOS canceled" in reference to domestic and foreign limited partnerships and limited liability companies.  Confusingly, the Secretary of State will designate a domestic or foreign limited partnership or limited liability company as "canceled" if it has filed a Certificate of Cancellation.

Pending Cancel

The Secretary of State may also use the designation "pending cancel" with reference to a limited liability company.  This means that the entity filed a certificate of cancellation without a valid Tax Clearance Certificate before September 29, 2006 (when the requirement was eliminated). 

Suspended

The Secretary of State may list a domestic entity as "suspended" while a foreign entity may be listed as "forfeited".  The suspension/forfeiture may be either by the Secretary of State or the Franchise Tax Board.  The Secretary of State suspends or forfeits an entity for failure to file the required Statement of Information, and in the case of a domestic corporation that is an association formed to manage a common interest development, the required Statement by Common Interest Development Association.  In addition, the Secretary of State may suspend domestic or foreign corporation for the failure of the corporation to reimburse the Victims of Corporate Fraud Compensation Fund for a paid claim.   The Franchise Tax Board suspends or forfeits an entity for failure to meet tax requirements (e.g., failure to file a return, pay taxes, penalties, interest).

Other Status Designations

Canceled, suspended, or forfeited status should not be confused with dissolved, merged out, surrendered, converted out, inactive, or term expired.  The meanings of those terms are the subject of a future discussion.