Wind-down runbook — Bright Harbor Marketing LLC
LLC · Complete runbook · generated 2026-08-29
You are closing Bright Harbor Marketing LLC, a California limited liability company, with a target completion date of December 31, 2026. California's LLC wind-down imposes a full-year $800 franchise tax and requires Secretary of State cancellation filings within twelve months of your final tax return, so timing the final tax year and the state paperwork in sequence is essential. This runbook walks you through authorization, payroll close-out, tax settlement, state filings, federal wrap-up, and final creditor notices in the order required by law.
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Phase: Authorize
Member vote and written consent to dissolve Formally authorize the dissolution and keep the signed consent with company records; a drafted consent for this company is included with your package.
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Phase: Payroll
File the final Form 941 (check the final-return box) File Form 941 for the quarter of the final wage payment by November 1, 2026; check the box on line 17 to tell the IRS the business has closed, enter the date final wages were paid, and attach a statement naming the person keeping the payroll records and the records' address.
File Form 940 for the final year File Form 940 for the calendar year final wages were paid by November 1, 2026; check box 'd' in the Type of Return section to mark it final.
Issue final W-2s and any 1099s Provide Form W-2 to each employee for the calendar year of final wages by November 1, 2026 (accelerated from the normal January 31 deadline); file the W-3 transmittal with the W-2s.
Close California employer accounts If you are closing and will not report wages in any future quarter, submit the final tax return, wage report (DE 9 / DE 9C), and payment to the Employment Development Department within ten days regardless of normal due dates, then close the employer payroll tax account in e-Services for Business (Account Management Panel → Close Account, enter closure date and last-wage date) by November 1, 2026.
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Phase: Tax
California LLC annual tax ($800) + gross-receipts LLC fee: settle the final obligation The LLC must pay the annual tax and file returns every year until the cancellation paperwork is filed with the Secretary of State, including the annual tax for the tax year of the final tax return (not prorated); the LLC fee also applies to the final year if income thresholds are met. Annual tax is due the 15th day of the 4th month of the taxable year (FTB 3522 voucher); estimated LLC fee is due the 15th day of the 6th month (FTB 3536) if applicable. A 15-day exception exists if the LLC did no California business and its taxable year was fifteen days or less. The first-year exemption expired after tax years beginning in 2023. Complete this step by November 16, 2026.
File the final California return File the 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, and file Secretary of State forms within twelve months of the final return; deadline November 16, 2026.
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Phase: File
File: Certificate of Dissolution (Form LLC-3) + Certificate of Cancellation (Form LLC-4/7) — California File termination forms online at bizfileOnline.sos.ca.gov; current processing times are published at the Secretary of State processing-dates page. California termination filings carry no filing fee. These forms must be filed within twelve months of filing the final Franchise Tax Board return; the Secretary of State cannot accept termination documents from a suspended or forfeited entity (you must revive the entity with FTB 3557 first, if necessary). Complete by December 17, 2026.
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Phase: Federal
File the final federal income return (1065, final-return box) File a final Form 1065 for the year the business closes with the final return box and the final K-1 box checked on each Schedule K-1; report capital gains or losses on the relevant Schedule D and any sales of business property on Form 4797. File with your final returns (typically the following tax season).
Close the EIN account with the IRS An EIN is permanent and cannot be cancelled, but the IRS will deactivate the business account on request. Send a letter with the entity's EIN, legal name, address, the EIN assignment notice if available, and the reason to Internal Revenue Service, MS 6055, Kansas City, MO 64108 — or MS 6273, Ogden, UT 84201; close the account only after all required returns are filed and balances resolved. Complete with your final returns (typically the following tax season).
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Phase: Wrapup
Send notice to known creditors Mail the drafted notice to every known vendor, lender, and creditor with instructions for final claims; deadline December 31, 2026.
Close accounts and cancel registrations After final disbursements, close bank accounts, the registered-agent service, business licenses, and any assumed-name (DBA) filings; deadline December 31, 2026.
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Work backward from the December 31, 2026 target: file the Secretary of State cancellation by mid-December (within twelve months of the final state tax return filed by mid-November); settle California's full-year annual tax and close payroll accounts by early November; and reserve the following tax season—spring 2027—for the final federal partnership return and EIN deactivation letter. If you have California Franchise Tax Board suspensions or complex creditor claims, ask a California CPA or attorney for the exact revival or claims-bar procedure before proceeding.
The steps, in order
Step 1 · Authorize · start now
Member vote and written consent to dissolve
Formally authorize the dissolution and keep the signed consent with company records. A drafted consent for this company is included below.
Step 2 · Payroll close · by 2026-11-01
File the final Form 941 (check the final-return box)
File Form 941 for the quarter of the final wage payment; check the box on LINE 17 (Form 944 filers: line 14) to tell the IRS the business has closed, enter the date final wages were paid, and attach a statement naming the person keeping the payroll records and the records' address.
Form: 941Official page
Step 3 · Payroll close · by 2026-11-01
File Form 940 for the final year
File Form 940 for the calendar year final wages were paid; check box 'd' in the Type of Return section to mark it final.
Form: 940Official page
Step 4 · Payroll close · by 2026-11-01
Issue final W-2s and any 1099s
Provide Form W-2 to each employee for the calendar year of final wages BY THE DUE DATE OF THE FINAL Form 941/944 (accelerated vs the normal Jan 31); file W-3 transmittal with the W-2s.
Form: W-2Official page
Step 5 · Payroll close · by 2026-11-01
Close California employer accounts
EDD (Employment Development Department): if closing and not reporting wages in any future quarter, submit the final tax return, wage report (DE 9/DE 9C) and payment within 10 days regardless of normal due dates, then close the employer payroll tax account in e-Services for Business (Account Management Panel → Close Account, enter closure date and last-wage date).
Step 6 · State tax finals · by 2026-11-16
California LLC annual tax ($800) + gross-receipts LLC fee: settle the final obligation
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. Annual tax due the 15th day of the 4th month of the taxable year (FTB 3522 voucher). Estimated LLC fee due the 15th day of the 6th month (FTB 3536). 15-Day Exception: no annual tax or fee if the LLC did no California business AND its taxable year was 15 days or less. First-year $800 exemption existed only for tax years beginning 2021 through 2023 and has expired. Filing Short Form Cancellation LLC-4/8 within one year of organizing avoids the first-year $800.
Step 7 · State tax finals · by 2026-11-16
File the final California 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.
Step 8 · State filings · by 2026-12-17
File: Certificate of Dissolution (Form LLC-3) + Certificate of Cancellation (Form LLC-4/7) — California
California Secretary of State. Methods: online at bizfileOnline.sos.ca.gov (SoS states termination forms are filed online).. Current queue published at the SoS processing-dates page (https://www.sos.ca.gov/business-programs/business-entities/processing-dates, HTTP 200; times are dynamic).
Form: LLC-3, LLC-4/7, LLC-4/8Fee: $0Official page
Step 9 · Federal finals · with your final returns (typically the following tax season)
File the final federal income return (1065, final-return box)
File a final return for the year the business closes. C corporation: Form 1120 with the 'final return' box checked (near the top of the front page, below name/address). S corporation: Form 1120-S with the final return box AND the 'final K-1' box checked on each Schedule K-1. Partnership/multi-member LLC: Form 1065 with the final return box and final K-1 boxes; report capital gains/losses on the relevant Schedule D. Form 4797 for sales of business property.
Step 10 · Federal finals · with your final returns (typically the following tax season)
Close the EIN account with the IRS
An EIN is permanent and cannot be cancelled; the IRS deactivates the business account on request. Send a letter with the entity's EIN, legal name, address, the EIN assignment notice if available, and the reason. Mail to: Internal Revenue Service, MS 6055, Kansas City, MO 64108 — or Internal Revenue Service, MS 6273, Ogden, UT 84201. (Exempt organizations use Attn: EO Entity, Mail Stop 6273, Ogden, UT 84201, or fax 855-214-7520.) Close the account only after all required returns are filed and balances resolved.
Step 11 · Wrap-up · by 2026-12-31
Send notice to known creditors
Mail the drafted notice to every known vendor, lender, and creditor with instructions for final claims.
Step 12 · Wrap-up · by 2026-12-31
Close accounts and cancel registrations
After final disbursements: bank accounts, registered-agent service, business licenses, and any assumed-name (DBA) filings.
Watch for these
- 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.
Your drafted documents
Ready-to-sign drafts with your company's details filled in. Review each one — and have a professional review anything your situation makes unusual.
Member consent to dissolve
WRITTEN CONSENT OF THE MEMBERS OF BRIGHT HARBOR MARKETING LLC The undersigned, constituting all of the members of Bright Harbor Marketing LLC, a California limited liability company (the "Company"), hereby consent in writing to the following actions, effective as of the date signed below: 1. DISSOLUTION. The Company shall be dissolved and its affairs wound up in accordance with its operating agreement and the laws of California. 2. WINDING UP. The members are authorized to pay or make reasonable provision for the Company's known debts and obligations, close the Company's accounts, cancel its registrations and licenses, distribute remaining assets, and execute and file all certificates, returns, and notices required to complete the dissolution. 3. TAX FILINGS. The members are authorized to prepare and file all final federal and state tax returns and to close the Company's tax accounts. Signatures: ____________________________ Date: ____________ ____________________________ Date: ____________ This document is a draft for the company's records. It is general information, not legal advice; have it reviewed if your operating agreement sets different requirements.
Creditor notice letter
NOTICE OF DISSOLUTION — Bright Harbor Marketing LLC Date: 2026-08-29 To whom it may concern: Please be advised that Bright Harbor Marketing LLC has resolved to dissolve and is winding up its affairs. If you believe you have an outstanding claim against Bright Harbor Marketing LLC, submit it in writing to the mailing or email address you have on file for the company, including the amount claimed, the basis of the claim, and copies of any supporting documentation. Claims should be submitted promptly. Depending on applicable state law, claims not submitted within the statutory period after this notice may be barred. Bright Harbor Marketing LLC This letter is a draft for the company's use. It is general information, not legal advice; some states prescribe specific creditor-notice contents and deadlines — confirm against the official sources linked in your runbook.
This runbook is procedural information compiled from the official state and federal sources linked above, current when it was generated. It is not legal or tax advice; confirm each fee and form on its official page before filing, and bring judgment-dependent items to a CPA or attorney.