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How to Dissolve a California Corporation

How do you dissolve a California Corporation?

To dissolve a California corporation, submit the appropriate form(s) to the California Secretary of State (SOS) by mail or in person. The dissolution 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. If you drop off documents in person, include separate payment for the additional fee.

If the election to dissolve is made by the vote of all the outstanding shares, you only need to file a Certificate of Dissolution (Form DISS STK) to dissolve your California corporation.

If the election was not made by all the outstanding shares, you must file a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) before or with the Certificate of Dissolution.

In some circumstances, a Short Form Certificate of Dissolution (Form DSF STK) may be filed instead. This form is only for use by corporations formed within twelve months before the dissolution. The corporation must also have no debts, taxes, etc.

Please note that if your corporation has been suspended or forfeited, you must revive it before filing a certificate of dissolution.

California Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a California Corporation?

There is no filing fee required to dissolve your California corporation.

Requests for expedited processing must be submitted in person:
$15 special handling fee for in person submissions
$350 additional fee for 24 hour expedited processing
$750 additional fee for same day expedited processing

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 takes the SOS at least eight weeks. Processing times vary so you will want to check the California SOS website for estimated times (see link below).

Expedite processing is available. For an additional fee, you can choose 24 hour or same day processing. Documents for same day processing must be submitted by 9:30 for a response by 4:00.

If you include two extra copies, the California SOS will file stamp and return them to you by mail.

How long before someone can take your business name?

As soon as a California corporation is dissolved, the business name can be requested by another entity.

The names of forfeited or suspended corporations are not protected, either. If your California corporation was forfeited, the name is available to be used by others.

What is the penalty if you do not dissolve properly and just don’t file your Statement of Information reports?

The California Secretary of State will mail the entity a written notice of pending forfeiture and assess a $250 penalty (this will be sent to your California registered agent). The California corporation has 60 days from the date on the notice of pending forfeiture to file the delinquent statement of information. If a corporation 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 corporation?

The late fees and penalties can be $250 or more. If you file your Statement of Information on the California SOS 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 you dissolve a business, revival is no longer available. You would need to file to form a new entity.

CA SOS business entities:

California Secretary of State Business Entities (BE)

CA SOS processing times:

To find out how long your filing will take to finalize, you can check the California SOS’ current processing schedule, which is regularly updated to reflect any delays or changes in their processing dates.

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