How to dissolve a California Limited Liability Company
How do you dissolve a California Limited Liability Company?
A California LLC must be in active status to be dissolved/cancelled. If your LLC has been suspended, you must revive it before you may dissolve.
If all the members vote to dissolve a California LLC, only Form LLC-4/7, Certificate of Cancellation needs to be filed with the California Secretary of State (SOS). If the vote is not unanimous, Form LLC-3, Certificate of Dissolution must be filed with or before the certificate of cancellation. If you are dissolving a California LLC that filed its Articles of Organization less than 12 months earlier, and meets other requirements for Form LLC-4/8, Short Form Certificate of Cancellation, you may file it instead. Submit the certificate of cancellation to the California SOS by mail or in person.
The cancellation forms are available on the SOS website and can be filled in online then printed out. You may type on the forms or write in black or blue ink. Checks should be payable to the Secretary of State.
Is there a filing fee to dissolve or cancel a California LLC?
There is no filing fee to dissolve or cancel a California LLC.
Requests for expedited processing must be submitted in person:
Do you need a Franchise Tax Board clearance before the California Secretary of State will accept your dissolution?
No. However, as part of your filing, you must state that a final tax return has been or will be filed with the California Franchise Tax Board.
How long does it take the state to process the filing?
Normal processing can take the SOS more than eight weeks. The California SOS posts current processing times on their website (see link below).
Expedite Processing can be completed within 24 hours or the same day. Documents for same day processing must be submitted by 9:30 for a response by 4:00.
If you include two copies with the certificate, the SOS will file stamp them and return them to you by mail.
How long before someone can take your business name?
As soon as a company is dissolved, the business name can be requested by another entity.
The name of a forfeited LLC is not protected and is immediately available for use by other entities.
What is the penalty if you do not dissolve properly and just don’t file your Statement of Information reports?
Domestic LLCs are required to file the Statement of Information with the California SOS every other year.
The SOS will mail the entity a written notice of pending forfeiture and assess a $250 penalty. The California LLC has 60 days from the date on the notice of pending forfeiture to file the delinquent statement of information. If a corporation or LLC does not respond to the notice within the 60 days, its business entity status will be suspended or forfeited.
What are the late fees and penalties to revive a forfeited LLC?
The late fees and penalties can be $250 or more. If you file your Statement of Information on the California Secretary of State website, you will be notified of the specific fees due for your business entity. If you were forfeited for failure to file a tax return and pay taxes, you will need to contact the Franchise Tax Board for any taxes, penalties or interest due to their office. Once your business has been dissolved, revival is no longer available. You would need to form a new California entity.
CA SOS business entities:
CA SOS processing times:
001 Northwest Registered Agent, Inc.
San Francisco, CA 94117
San Francisco County