WinddownGuides

Dissolving a company in California

The state-level facts for closing an LLC or corporation in California: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.

California LLC

Dissolution filing
Certificate of Dissolution (Form LLC-3) + Certificate of Cancellation (Form LLC-4/7) (LLC-3, LLC-4/7, LLC-4/8) — filed with the California Secretary of State. (official source)
Filing fee
$0 (official source)
Tax clearance before filing
Not required before the dissolution filing. (official source)
California LLC annual tax ($800) + gross-receipts LLC fee
The LLC must pay the $800 annual tax and file returns every year until the cancellation paperwork is filed with the SoS, including the $800 for the tax year of the final return (FTB 3556: pays the $800 annual tax for the tax year of the final tax return — not prorated). The LLC fee (starts at CA total income of $250,000) also applies to the final year if income thresholds are met. (official source)
Final state return
File final Form 568 (Limited Liability Company Return of Income) with the Final Return box checked on the first page; conduct no California business after the final taxable year; file SoS forms within 12 months of the final return. (official source)

Worth knowing

  • Certificate of Dissolution (Form LLC-3) + Certificate of Cancellation (Form LLC-4/7); LLC-3 is not required if dissolution was approved by a vote of ALL members. Short Form Certificate of Cancellation (Form LLC-4/8) if filed within 12 months of the Articles of Organization.
  • All CA termination filings are free — the SoS states there is no filing fee for termination documents.
  • The SoS termination form(s) must be filed within 12 months of filing the final FTB return.
  • The $800 annual tax is NOT prorated for the final year; the clock only stops when the SoS cancellation is filed (LLC-4/7 is effective on its filing date).
  • The first-year $800 exemption (AB 85) applied only to tax years beginning 2021–2023 and is expired — do not promise it for new LLCs.
  • SoS cannot accept termination documents from an FTB-suspended/forfeited entity — revive first (FTB 3557).
  • EDD final wage reports are due within 10 days of quitting business, far earlier than the normal quarterly deadline.
  • Form PDFs on bpd.cdn.sos.ca.gov are blocked to automated fetches (HTTP 403); filing is via the bizfileOnline portal.

California corporation

Dissolution filing
Certificate of Election to Wind Up and Dissolve (Form ELEC STK) + Certificate of Dissolution (Form DISS STK) (ELEC STK, DISS STK, DSF STK) — filed with the California Secretary of State. (official source)
Filing fee
$0 (official source)
Tax clearance before filing
Not required before the dissolution filing. (official source)
California minimum franchise tax ($800)
Every corporation incorporated, registered, or doing business in California must pay the $800 minimum franchise tax; the obligation runs until the corporation dissolves. File the final return with the Final Return box checked and stop doing California business after the final taxable year. (official source)
Final state return
File final Form 100 (or 100S for S corporations) with the Final Return box checked on the first page; write 'final' at the top per Pub 1038; file SoS documents within 12 months. (official source)

Worth knowing

  • Certificate of Election to Wind Up and Dissolve (Form ELEC STK) + Certificate of Dissolution (Form DISS STK); ELEC STK not required when the election was made by the vote of ALL outstanding shares. Short Form Certificate of Dissolution (Form DSF STK) available in limited circumstances.
  • Terminology is entity-specific and load-bearing on the forms: domestic corporations DISSOLVE, foreign corporations SURRENDER, LLCs/partnerships CANCEL (FTB Pub 1038).
  • ELEC STK can be skipped only when 100% of outstanding shares voted to dissolve — otherwise it must accompany/precede DISS STK.
  • The DSF STK short form is available only 'in limited circumstances' (the SoS FAQ's phrase); the exact eligibility window was not confirmed from a fetched official page — do not state '12 months' for stock corporations without checking the DSF STK form itself.
  • SoS cannot accept dissolution documents from an FTB-suspended corporation — revive first (FTB 3557 BC).
  • No filing fee for any termination document.

Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.

Build your California wind-down runbook

Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.