How to Dissolve an LLC in California
To dissolve or cancel an LLC in California, you’ll have to file the correct paperwork with the California Secretary of State and file your final franchise tax return with the California Franchise Tax Board. Below, we’ve answered the most frequently asked questions about how to dissolve a California LLC.
California LLC Dissolution FAQs
How do I dissolve or cancel an LLC in California?
What form do I file to dissolve my California LLC?
How do I file the California LLC cancellation?
How much does it cost to dissolve a California LLC?
How long does it take to dissolve a California LLC?
What if I just stop filing Statements of Information instead?
Do I need a tax clearance to dissolve an LLC in California?
Can I dissolve a forfeited or suspended LLC in California?
1. File your final California franchise tax return and pay any owed fees, penalties, or taxes.
2. File the correct LLC dissolution form with the California Secretary of State.
The form you’ll need to file to dissolve your California LLC depends on how your members voted to dissolve.
If the vote to cancel the LLC was unanimous, you’ll file the Certificate of Cancellation (Form LLC 4/7).
If the vote to cancel the LLC was not unanimous, you’ll file the Certificate of Dissolution (Form LLC-3).
A California LLC that is less than one year old, hasn’t conducted any business since registering, has no debts, and meets a few other requirements is eligible to file the Short Form Cancellation Certificate (Form LLC 4/8).
The California LLC dissolution forms are available on the Secretary of State’s website.
California dissolution/cancellation forms can only be filed by mail or in person. Note: hand-delivering your dissolution form in Sacramento will automatically cost you $15.00, but your hand-delivered filings are given priority over mailed ones.
Secretary of State
Business Entities Filings Unit
PO Box 944260
Sacramento, CA 94244
1500 11th Street
Sacramento, CA 95814
There is no filling fee for dissolving a California LLC, but you can pay to expedite your filing and for preclearance services. Preclearance allows you to bring in your filing to the Secretary of State’s office for review prior to filing to be sure you haven’t made any mistakes that will get your filing rejected. Preclearance is not available in the Los Angeles office. Expedited service is available at an extra cost as follows:
Counter Drop Off in Sacramento: $15
10-Day Preclearance: $250
5-Day Preclearance: $300
72-Hour Preclearance: $400
24-Hour Preclearance: $500
The California Secretary of State’s processing times vary based on traffic, but it will probably take their office around 3-4 weeks to process your LLC dissolution.
If you don’t dissolve or cancel your LLC and let it fall out of compliance instead, the California Secretary of State will probably suspend or forfeit your LLC. You’ll lose the right to do business in California, be charged a $250 penalty, and continue to owe the annual California Franchise Tax (a minimum of $800) until you properly cancel your LLC.
Failing to officially dissolve your LLC will only cause headaches down the road. If your LLC is suspended or forfeited, you won’t be able to cancel your LLC until you revive it, which requires more paperwork and another filing fee.
No, a tax clearance is not necessary to cancel or dissolve a California LLC. However, your dissolution form requires you to state that you’ve filed your final franchise tax return and don’t owe any taxes or penalties.
No. Before you can properly dissolve or cancel a forfeited LLC, you’ll need to revive it. To do so, you’ll need to fix the issues that led to suspension or forfeiture.
The process for reviving an LLC in California depends on what agency suspended or forfeited your LLC.
If your LLC was suspended by the California Secretary of State, you’ll have to file your late Statement of Information and pay a $20 filing fee and the $250 penalty.
If your LLC was suspended by the California Franchise Tax Board, you’ll have to file all past due returns, pay all penalties and fines, and file the Application for Certificate of Revivor – Limited Liability Company. You’ll need to request this form from the California Franchise Tax Board.
What if your LLC was suspended by both agencies? In that case, you’ll need to start with resolving your issues with the California Secretary of State. Once you’ve filed your missing Statement of Information, the SOS will issue a letter of proposed relief from suspension or forfeiture. You’ll need to provide this letter to the California Franchise Tax Board when you file your Application for Certificate of Revivor.