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.

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).

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.

Ready to start your LLC? Start an LLC Online Now

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.

Ready to start your LLC? Start an LLC Online Now
How to File for a Dissolution of Domestic Partnership in California
 

References

Resources

Related articles

How to Change Ownership of a California LLC

The ownership of an LLC may change either through the outright sale of the company, or through the addition or withdrawal of its owners, also called members. While California law provides default voting procedures for ownership changes in an LLC, the operating agreement or articles of organization may provide voting procedures that override California law. Changes in the ownership of an LLC must be reported to the California State Board of Equalization.

Maryland's LLC Dissolution Law

By properly dissolving your limited liability company, you can ensure that creditors and state agencies are notified and your finances and professional reputation are protected. An LLC is a common business structure that combines the management flexibility of a partnership with the limited liability of a corporation. The operating agreement or articles of organization may provide when and how the LLC may be dissolved and how you should distribute its assets. Maryland law regulates how LLCs are dissolved if not spelled out in the operating agreement.

California LLC Filing Requirements

A limited liability company, or LLC, provides the small business owner with the security of limited liability for the debts of the company and the flexibility of a partnership or sole proprietorship's less stringent operating requirements. As a result, the LLC is often the perfect option for people looking to start a new company.

LLCs, Corporations, Patents, Attorney Help LLCs

Related articles

How do I Dissolve LLC in State of Michigan?

Under Michigan law, all limited liability companies must register with the Michigan Department of Energy, Labor and ...

How Do I Dissolve a Corporation in Delaware?

Dissolving a Delaware corporation requires filing the appropriate certificate of dissolution with the Department of ...

How to Apply for an LLC in Texas

An LLC is a business entity that offers a corporation's protection of limited liability for its owners, known as ...

How to Collect a Judgment in Michigan if an LLC Is out of Business?

A limited liability company is a business entity that protects its owners, known as members, against personal liability ...

Browse by category
Ready to Begin? GET STARTED