How to Dissolve an LLC in California
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If you decide to close your business and no longer conduct any business, you will need to dissolve your California LLC. Once you dissolve a California LLC, you cannot conduct any more business (other than necessary wind-up measures).
The California Secretary of State recognizes three different scenarios for dissolution. In order to make the correct filing, you need to know which category your LLC falls into.
California Dissolution and Cancellation Forms
There are no filing fees for any of the following documents. You cannot file these forms online. All forms should be mailed to the Secretary of State.
Short Form Cancellation Certificate
You can file the Short Form Cancellation Certificate (Form LLC-4/8) to dissolve your California LLC if ALL of the following statements are TRUE:
- LLC was organized within the last 12 months
- LLC was formed in California
- LLC has no debts or other liabilities other than state tax requirements
- All final CA tax returns have been or will be filed
- All LLC assets have been distributed or the LLC never acquired any assets
- No business has been conducted since the date of organization
- A majority of managers or members have voted to dissolve
- All payments received from investors have been returned
If the answer to any of these statements is untrue, then you cannot file the Short Form Cancellation Certificate.
Certificate of Cancellation
You can file the Certificate of Cancellation (Form LLC-4/7) if you answered UNTRUE to any of the statements listed above AND the vote to dissolve was made by ALL members of your LLC.
If the vote for dissolution was not made by all your LLC members, then you cannot file a Certificate of Cancellation.
Certificate of Dissolution
To dissolve a California LLC, you can also file a Certificate of Dissolution. You can file a Certificate of Dissolution if you answered UNTRUE to any of statements listed above and less than all of your LLC members voted for dissolution.
The California Secretary of State processes a great deal of business filings, which slows down processing times. Typically, a normal filing can take weeks to process. There are expedite options available, but only for filings that are submitted in person.
In-Person Expedite Options:
- 4-Hour: $500
- 24-Hour: $350
- Same Day: $750