Every LLC, corporation, and partnership doing business in California owes at least $800/year in franchise tax — even if you earned nothing. LLCs with gross income over $250,000 owe an additional fee up to $11,790. S-Corps avoid the LLC fee but face a 1.5% tax on net income (minimum $800). Sales tax applies to tangible goods and some digital products, and nexus triggers can surprise remote sellers. CalFile corporate returns are due April 15 (calendar year). Missing deadlines means penalties, interest, and potential FTB suspension.
If you're running a California business and not sure whether you're compliant, keep reading — or book a free discovery call and we'll review it together.
- The $800 Franchise Tax: Who Owes It and When
- The LLC Fee: California's Income-Based Surcharge
- S-Corp Tax Considerations in California
- C-Corp Franchise Tax: Rate and Calculation
- Sales Tax Nexus: Physical, Economic, and Marketplace
- Filing Deadlines and Extensions
- BOI Reporting: What California Businesses Need to Know
- Penalties, Suspension, and Reinstatement
- Worked Examples: Real California Businesses
- Why California Businesses Need a Fractional CFO
1. The $800 Franchise Tax: Who Owes It and When
California's franchise tax is a minimum annual tax levied on every LLC, corporation, and limited partnership registered or doing business in the state. It doesn't matter if you made $0 — if your entity exists in California, you owe $800/year to the Franchise Tax Board (FTB).
| Entity Type | Minimum Tax | Additional Tax |
|---|---|---|
| LLC | $800 | LLC fee based on gross income (see Section 2) |
| S-Corporation | $800 | 1.5% of net income |
| C-Corporation | $800 | 8.84% of net income |
| Limited Partnership | $800 | None (income passes through) |
| LLP | $800 | $800 annual fee per partner |
LLCs, LPs, and LLPs formed on or after January 1, 2021 are exempt from the $800 minimum franchise tax for their first taxable year. This exemption was made permanent by AB 150. Corporations do not qualify for this exemption.
The $800 minimum is due by the 15th day of the 4th month after your entity's tax year begins. For calendar-year filers, that's April 15. This is not the same as your return due date — the tax payment is due earlier than the return for some entities.
2. The LLC Fee: California's Income-Based Surcharge
Here's where California gets expensive. On top of the $800 franchise tax, LLCs with total income from California sources over $250,000 owe an additional fee. This is based on gross income — not profit. You can be losing money and still owe the LLC fee.
| Total California Income | LLC Fee | Total Owed (Inc. $800 Min) |
|---|---|---|
| $0 – $249,999 | $0 | $800 |
| $250,000 – $499,999 | $900 | $1,700 |
| $500,000 – $999,999 | $2,500 | $3,300 |
| $1,000,000 – $4,999,999 | $6,000 | $6,800 |
| $5,000,000+ | $11,790 | $12,590 |
This is based on gross income, not net income. I've seen LLCs losing money that still owed $6,800 to California because their revenue exceeded $1M. If you're a high-revenue, low-margin business (distribution, retail, construction), this fee hits disproportionately hard. This is one of the top reasons California businesses elect S-Corp status.
The LLC fee is estimated and due by the 15th day of the 6th month of your current tax year (June 15 for calendar-year filers). If you underestimate by more than 10%, the FTB assesses penalties.
Scenario: Your California LLC does $1.8M in gross revenue with $120K in net income.
Franchise tax minimum: $800
LLC fee (income $1M–$4.99M bracket): $6,000
Total California obligation: $6,800 — that's 5.7% of your net income going to one state fee alone.
If you elected S-Corp status instead, you'd pay $800 minimum + 1.5% of $120K = $2,600. That's a $4,200 saving. This is why S-Corp election analysis matters.
3. S-Corp Tax Considerations in California
California is one of the few states that taxes S-Corporations at the entity level. While the federal government treats S-Corp income as pass-through, California imposes a 1.5% tax on net income with an $800 minimum.
When S-Corp Makes Sense in California
- High-revenue, low-margin LLCs — the LLC fee is based on gross income; S-Corp tax is based on net income
- Owner-operators taking salary — payroll tax savings on distributions above reasonable compensation
- LLCs with California income above $500K — the crossover point where S-Corp usually saves money
When S-Corp Doesn't Make Sense
- High net income relative to revenue — the 1.5% rate can exceed the LLC fee for profitable businesses
- Multiple classes of ownership needed — S-Corps are limited to one class of stock
- Venture-backed companies — S-Corp restrictions conflict with typical VC deal terms
This is one of the most impactful decisions a California business owner makes. A fractional CFO runs the numbers both ways every year — because the right answer can change as your revenue and margins shift. We model this for every California client as part of annual tax planning.
Not sure if your California entity structure is costing you money? We'll model your LLC vs S-Corp tax burden for free.
Book a Free Discovery Call →4. C-Corp Franchise Tax: Rate and Calculation
California C-Corporations pay an 8.84% franchise tax on net income, with the $800 minimum applying when tax calculated on income is less than $800. For banks and financial corporations, the rate is 10.84%.
| Entity | Tax Rate | Minimum Tax | AMT |
|---|---|---|---|
| C-Corporation | 8.84% | $800 | 6.65% (if applicable) |
| S-Corporation | 1.5% | $800 | None |
| Bank/Financial Corp | 10.84% | $800 | 6.65% |
California also imposes an Alternative Minimum Tax (AMT) on C-Corporations at 6.65% of alternative minimum taxable income. This catches businesses using accelerated depreciation or other preference items to reduce regular taxable income.
California allows NOL carryforwards for up to 20 years but does not allow NOL carrybacks. Businesses with volatile earnings should track their California NOL carryforward separately from federal — the amounts often differ due to California's conformity differences with the IRC.
5. Sales Tax Nexus: Physical, Economic, and Marketplace
California's base state sales tax rate is 7.25% — the highest in the nation. With district taxes, combined rates can reach 10.75% in some jurisdictions. Sales tax compliance is one of the most common areas where California businesses fall out of compliance.
What Creates Sales Tax Nexus
| Nexus Type | Threshold | What Triggers It |
|---|---|---|
| Physical Nexus | Any physical presence | Office, warehouse, employees, inventory in CA |
| Economic Nexus | $500,000 in CA sales | Selling to California customers (even remotely) |
| Marketplace Nexus | Varies | Amazon, Etsy, Shopify — marketplace collects for you |
| Click-Through Nexus | $10,000 in referral sales | California affiliates referring customers to you |
Remote sellers beware: If you sell more than $500,000 into California, you have economic nexus and must collect and remit sales tax — even if you have no physical presence in the state. California's threshold is higher than most states, but with the size of the California market, many e-commerce businesses cross it quickly.
SaaS and digital services are generally not subject to California sales tax (unlike Texas and some other states). However, canned/prewritten software delivered on tangible media is taxable, and the rules around digital goods continue to evolve.
6. Filing Deadlines and Extensions
| Filing | Due Date (Calendar Year) | Extension Available |
|---|---|---|
| Form 100 (C-Corp return) | April 15 | 7 months (to November 15) |
| Form 100S (S-Corp return) | March 15 | 7 months (to October 15) |
| Form 568 (LLC return) | March 15 | 7 months (to October 15) |
| Form 565 (Partnership return) | March 15 | 7 months (to October 15) |
| LLC fee estimate (Form 3536) | June 15 | No extension available |
| Annual $800 minimum tax | April 15 | No extension — payment due even if return is extended |
| Quarterly estimated tax | April 15, June 15, Sept 15, Jan 15 | No extension |
| Sales tax return (CDTFA) | Last day of month following quarter | 1-month extension (request required) |
| Annual Statement of Information | Within 90 days of anniversary | No extension |
California separates the payment deadline from the filing deadline. You can extend the return — but you cannot extend the tax payment. If you owe money, it must be paid by the original due date even if you file for an extension. This catches business owners off guard every year.
7. BOI Reporting: What California Businesses Need to Know
Beneficial Ownership Information (BOI) reporting is a federal requirement under FinCEN, not a California-specific obligation. As of March 2025, FinCEN removed BOI reporting requirements for U.S.-formed companies and U.S. persons. Domestic LLCs and corporations no longer need to file BOI reports.
Only entities formed under foreign law and registered in the U.S. must still report. Monitor fincen.gov/boi for updates, as legislation continues to evolve.
California requires its own disclosure through the Statement of Information (Form SI-550 for corporations, SI-LLC for LLCs), filed with the Secretary of State. This includes officer/director names, addresses, and agent for service of process. Due within 90 days of formation, then annually (LLCs biennial). Filing fee: $20 for LLCs, $25 for corporations.
8. Penalties, Suspension, and Reinstatement
California's Franchise Tax Board does not play around. Here's what happens when you fall behind:
| Violation | Penalty |
|---|---|
| Late filing (return) | 5% of tax due + 0.5%/month (max 25%) |
| Late payment | 5% of unpaid tax + 0.5%/month |
| Underpayment of estimated tax | Varies by quarter — roughly 7% annualized interest |
| Failure to file Statement of Information | $250 penalty + potential suspension |
| FTB Suspension | Loss of right to do business, enforce contracts, or defend lawsuits in CA |
| SOS Forfeiture | Entity powers ceased — must apply for reinstatement + pay all back taxes/penalties |
The FTB suspends thousands of California businesses every year. When suspended, your entity cannot legally do business in California — you can't enforce contracts, file lawsuits, or even maintain your business bank account. Reinstatement requires filing all delinquent returns, paying all taxes, penalties, and interest, and can take 4–8 weeks to process.
9. Worked Examples: Real California Businesses
Entity: Single-member LLC, consulting services
Gross income: $400,000 · Net income: $180,000
As LLC: $800 minimum + $900 LLC fee = $1,700
As S-Corp: $800 minimum + 1.5% × $180K = $3,500
Winner: LLC — the LLC fee at this revenue level is lower than the S-Corp tax. S-Corp election doesn't make sense until revenue (and the gap between gross and net) grows.
Entity: Multi-member LLC, product sales
Gross income: $3,000,000 · Net income: $210,000
As LLC: $800 + $6,000 LLC fee = $6,800
As S-Corp: $800 + 1.5% × $210K = $3,950
Winner: S-Corp by $2,850. High revenue with modest margins is exactly where S-Corp election saves money in California.
Entity: C-Corporation (VC-backed, cannot be S-Corp)
Gross income: $800,000 · Net loss: ($250,000)
California franchise tax: $800 minimum (no income tax due on a loss)
NOL carryforward: $250,000 available to offset future California income (up to 20 years)
Note: The $800 minimum applies even in loss years. VC-backed startups often face years of $800/year minimums before hitting profitability.
10. Why California Businesses Need a Fractional CFO
California's tax landscape is uniquely complex. Between the franchise tax, LLC fees, S-Corp elections, sales tax compliance, and the FTB's aggressive enforcement posture, there's more to get wrong here than in any other state.
A fractional CFO helps California businesses with:
- Entity structure optimization — annual LLC vs S-Corp analysis that can save $2,000–$10,000/year
- Estimated tax management — avoiding underpayment penalties by timing quarterly payments correctly
- Sales tax compliance — nexus analysis, rate calculation, and CDTFA filing management
- FTB correspondence — responding to notices, managing audits, and preventing suspension
- Multi-state tax planning — California businesses expanding to other states face apportionment complexities
- Cash flow planning around tax deadlines — the June 15 LLC fee estimate alone can be a $6,000–$12,000 surprise
At BlackpeakCFO, we manage the full compliance calendar for California businesses: monthly close, quarterly estimated taxes, annual return coordination with your CPA, LLC fee estimation, sales tax filing, and entity structure review. We've prevented more FTB suspensions than I can count — because we monitor deadlines before they become emergencies.