Filing a CA Secretary of State Certificate of Dissolution

To close a California corporation or LLC, you file a California Certificate of Dissolution (Form DISS STK for stock corporations) or a Certificate of Cancellation (Form LLC-4/7 for LLCs) with the Secretary of State. There is no filing fee. The paperwork itself is short; the work that makes it valid happens first, in winding up the business, settling tax accounts with the Franchise Tax Board and IRS, and distributing what’s left. Skip those steps and the entity stays “active” on state records, accruing the $800 minimum franchise tax every year.

Finish Winding Up Before You File

California treats ending a business as two phases. First, internal: you wind up. Second, external: you file the termination paperwork. You cannot file the certificate until winding up is complete, and both the corporate and LLC forms require you to affirm under penalty of perjury that debts have been paid or adequately provided for.

Winding up means collecting money owed to the business, selling remaining assets, paying creditors, canceling licenses and permits, and distributing what’s left to shareholders or members. If your entity is registered to do business in other states, file withdrawal paperwork in each of them separately.

Who Has to Approve the Dissolution

For a California corporation, the required approval depends on the company’s history. A corporation that has never issued shares can dissolve by board vote alone. So can one that disposed of all its assets and conducted no business for the preceding five years, or that entered Chapter 7 bankruptcy. In every other case, shareholders must approve. If every shareholder votes yes, one of the two state filings drops out. If fewer than all shareholders approve, at least 50 percent of the voting power must vote in favor, and you will need to file a Certificate of Election before or with the Certificate of Dissolution.

For a California LLC, dissolution requires a vote of 50 percent or more of the members’ voting interests, unless the operating agreement or articles of organization set a higher threshold.1California Legislative Information. California Corporations Code Title 2.6, Article 7 – Dissolution The operating agreement can also specify triggering events that dissolve the LLC without a vote.

Clear the Tax Accounts First

Most dissolutions stall at the Franchise Tax Board. Before you file with the Secretary of State, the FTB expects every delinquent return filed, every balance (with penalties and interest) paid, and a final-year return clearly marked “final” with the Final Return box checked.2Franchise Tax Board. Closing a California Business Entity

The $800 Minimum Tax Trap

Every California corporation and LLC owes a minimum annual franchise tax of $800, and it keeps accruing as long as the entity exists on state records.3Franchise Tax Board. Limited Liability Company You can avoid this tax for the current and subsequent years if three conditions all hold: you stopped doing business in California after the last day of the preceding tax year, you timely filed your final return for that preceding year, and you file the Secretary of State termination documents within 12 months of that final return’s filing date.4Franchise Tax Board. FTB Publication 1038 Guide to Dissolve, Surrender, or Cancel a California Business Entity Miss that 12-month window and another $800 is due.

Filing the dissolution paperwork also does not close the audit window. All returns remain subject to audit until the statute of limitations expires.2Franchise Tax Board. Closing a California Business Entity

Federal Side: Final Returns, Form 966, and Your EIN

File a final federal income tax return for the year you close. C corporations file Form 1120, S corporations file Form 1120-S, and partnerships file Form 1065, with the “final return” box checked near the top of the first page. S corporations and partnerships must also check the “final K-1” box on each Schedule K-1 sent to owners or partners.5Internal Revenue Service. Closing a Business

Any corporation that adopts a resolution or plan to dissolve must file IRS Form 966 within 30 days of that resolution, attaching a certified copy of the resolution. If the plan is later amended, file another Form 966 within 30 days of the amendment.6Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation This one is easy to miss because it runs on its own tight timeline.

To close the IRS business account and cancel the Employer Identification Number, send a letter to the IRS at Cincinnati, OH 45999 with the business’s legal name, EIN, address, and reason for closing. Include a copy of the original EIN assignment notice if you still have it. The IRS will not close the account until all required returns are filed and taxes paid.5Internal Revenue Service. Closing a Business

Which Form You Actually File

Corporations

A California stock corporation files a Certificate of Dissolution on Form DISS STK. The form requires you to affirm that the corporation has been completely wound up, that all known debts have been paid or adequately provided for, that remaining assets have been distributed to those entitled, and that all final California tax returns have been or will be filed.7California Secretary of State. California Stock Corporation – Certificate of Election and Certificate of Dissolution

If every shareholder voted in favor, Form DISS STK is the only filing you need. If the vote was less than unanimous but at least 50 percent of voting power, you must also file a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) before or at the same time.7California Secretary of State. California Stock Corporation – Certificate of Election and Certificate of Dissolution A short-form dissolution (Form DSF STK) is available for corporations that have never issued shares and have no outstanding debts.

LLCs

A California LLC files a Certificate of Cancellation on Form LLC-4/7. The form requires the LLC’s exact legal name as recorded with the Secretary of State, the 12-digit entity file number, and a signed statement affirming that all final tax returns have been or will be filed with the FTB.8California Secretary of State. Certificate of Cancellation – Form LLC-4/7

If every member voted to dissolve, you check the “all members” box on Form LLC-4/7 and that handles it. If the vote was 50 percent or more but not all members, file a Certificate of Dissolution (Form LLC-3) before or together with the cancellation.8California Secretary of State. Certificate of Cancellation – Form LLC-4/7 A Short Form Cancellation Certificate (Form LLC-4/8) is available for LLCs that qualify, which suits entities that never really got off the ground.9California Secretary of State. Limited Liability Companies (LLC) – California

How to Submit and What It Costs

Three submission channels are available:

There is no filing fee for a Certificate of Dissolution or Certificate of Cancellation regardless of submission method.9California Secretary of State. Limited Liability Companies (LLC) – California A certified copy of the filed document costs $5 if you want one.

How Long It Takes

Processing times fluctuate with the Secretary of State’s backlog. As of early 2026, the office was processing mail-in termination filings received about a week prior, and online termination filings received one to two days prior.11California Secretary of State. Current Processing Dates Online consistently clears faster than paper.

If a guaranteed timeline matters, two expedited options are available:

  • 24-hour service costs $350. The filing is guaranteed a response within 24 hours of receipt, excluding weekends and holidays.
  • Same-day service costs $750. Documents must arrive by 9:30 a.m., with a response by 4:00 p.m. the same day.12California Secretary of State. Service Options

These expedited fees replace the $15 special handling fee rather than stacking on top. For most dissolutions, the online portal is fast enough that paying for expedited service is unnecessary.

What Survives the Filing

Creditor Claims

Dissolving a business does not automatically extinguish debts you failed to address during winding up. Under California law, a dissolved corporation continues to exist for purposes of lawsuits, including creditor claims. Before distributing remaining assets to shareholders, you must pay or adequately provide for all known debts and liabilities.13California Legislative Information. California Corporations Code 2004 If you distributed assets without addressing a known creditor, the people who received those distributions can be personally liable for the unpaid amount.

Records

Keep your business records after dissolution. The IRS can audit federal returns for at least three years after filing, or six years if substantial income was omitted, and the California FTB retains similar audit authority.2Franchise Tax Board. Closing a California Business Entity Tax returns, financial statements, corporate minutes, and records of asset distributions should be retained for a minimum of seven years. Employment records, including W-2s and payroll tax filings, have their own federal retention requirements.

Other Notifications

Beyond the state and federal filings, notify anyone who still has a relationship with the business: lenders, vendors, landlords, insurance carriers, and customers with ongoing contracts or warranties. Cancel remaining business licenses, permits, and fictitious business name filings. Close business bank accounts only after outstanding checks have cleared and expected deposits have arrived. Professional licensing boards typically have their own closure notification requirements if your entity held licenses through them.