Gov. Code, § 12261 · Article 6. Reinstatement of Business Entities
Gov. Code, § 12261
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) The Secretary of State shall reinstate to active status on its records, a business entity for which a court finds any of the following:
(1) The factual representations by a shareholder, member, partner, or other person that are contained in the termination document are materially false.
(2) The submission of the termination document to the Secretary of State for filing is fraudulent.
(b) If a court of competent jurisdiction orders reinstatement of a business entity to active status on any of the grounds stated in paragraph (1) or (2) of subdivision (a), the order for reinstatement shall state all of the following:
(1) The specific grounds for reinstatement.
(2) That if there is a conflict with the entity name under subdivision (b) of Section 201, subdivision (b) of Section 5122, subdivision (c) of Section 7122, subdivision (b) of Section 9122, subdivision (b) of Section 12302, subdivision (d) of Section 15901.08, subdivision (b) of Section 17701.08 of the Corporations Code, or related statutes, the reinstatement shall be conditioned upon the business entity concurrently submitting for filing an amendment to change its name to eliminate the conflict along with the certified copy of the order required by Section 12263.
(3) That the business entity shall be reinstated effective from the date of the filing of the court order with the Secretary of State.
(c) The court order for reinstatement may be obtained by submitting a petition to the superior court containing the legal and factual basis for reinstatement or as part of a civil action for damages or equitable relief. The Secretary of State shall not be made a party to the proceeding.
Notes and commentary — not statutory text
History
Amended by Stats. 2014, Ch. 834, Sec. 50. (SB 1041) Effective January 1, 2015.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV§ionNum=12261.
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