How to Dissolve an LLC in California

By Salvatore Jackson

All businesses that engage in substantial commerce within the state of California must register with the California secretary of state. California business law regulates the creation and dissolution of all businesses registered with the secretary of state. Dissolving a California limited liability company (LLC) involves filing documents with the California secretary of state. What documents you must file with the California secretary of state is dependent on the status of your company and whether the owners of your company have unanimously voted to dissolve.

All businesses that engage in substantial commerce within the state of California must register with the California secretary of state. California business law regulates the creation and dissolution of all businesses registered with the secretary of state. Dissolving a California limited liability company (LLC) involves filing documents with the California secretary of state. What documents you must file with the California secretary of state is dependent on the status of your company and whether the owners of your company have unanimously voted to dissolve.

Step 1

Choose the appropriate method of dissolution. California law recognizes three methods of dissolving an LLC. You can dissolve your LLC by filing both a Certificate of Dissolution (Form LLC-3) and Certificate of Cancellation (Form LLC-4/7). However, if all members (owners) of an LLC choose to dissolve, you need only file a Certificate of Cancellation (Form LLC-4/7). Finally, if your LLC is less than 12 months old, has no debts other than tax liability, has returned any assets or investment, has not conducted any business since filing the articles of organization, and had a majority of managers and members vote for dissolution, you may dissolve it by filing only a Short Form Certificate of Cancellation (Form LLC-4/8).

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Step 2

Download the appropriate forms from the California secretary of state’s website (see Resources). The California secretary of state makes all three forms available for download in the same PDF file.

Step 3

Fill out the Certificate of Dissolution (Form LLC-3), if appropriate. Provide your LLC’s filing number and the name of your company. You have the option of including any other information. Sign and date the form, and provide the name and address of a person to receive a filed copy of this document.

Step 4

Fill out the Certificate of Cancellation (Form LLC-4/7), if appropriate. Provide your LLC’s filing number and the name of your company. Indicate whether the dissolution of your company was the result of a unanimous vote by all members. You have the option of including any other pertinent information. Sign and date the form, and provide the name and address of a person to receive a filed copy of this form.

Step 5

Fill out the Short Form Certificate of Cancellation (Form LLC-4/8), if appropriate. Provide your LLC’s filing number and the name of your company. Indicate whether your company has distributed all known assets and satisfied all known debts or if your company has no known assets. Indicate whether a majority of members or managers have voted for dissolution or if your company has no members or managers. Sign and date the form, and provide the name and address of a person to receive a filed copy of this form.

Step 6

File with the California secretary of state. Submitting cancellation or dissolution documents does not require a fee. You must file to dissolve by mail. The mailing address for the California secretary of state is Document Filing Support, P.O. Box 944228, Sacramento, CA 94244-2280.

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References

Resources

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