California Business Portal

How do I terminate (dissolve, surrender or cancel) my business entity?

How do I terminate (dissolve, surrender or cancel) my business entity?

A domestic (California) or foreign (out–of–state or out–of–country) business entity can dissolve, surrender or cancel by filing the applicable form (as described below) with the California Secretary of State. The forms described below are available on our Forms, Samples and Fees webpage.

For more information, click here: http://www.sos.ca.gov/business-programs/business-entities/forms/

Please refer to the applicable form(s) for complete filing instructions, fees, any additional requirements and relevant statutory filing provisions:

California (stock) Corporation: File a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) and a Certificate of Dissolution (Form DISS STK), unless the election to dissolve is made by the vote of all the outstanding shares, in which case only the Certificate of Dissolution (Form DISS STK) is required; OR, in limited circumstances, a Short Form Certificate of Dissolution (Form DSF STK) may be filed.

California (nonprofit) Corporation: File a Certificate of Election to Wind Up and Dissolve (Form ELEC NP) and a Certificate of Dissolution (Form DISS NP), unless the election to dissolve is made by a vote of all the members, or if the corporation has no members by the vote of all the directors, in which case only the Certificate of Dissolution is required. Note: If the dissolving corporation is a nonprofit public benefit or religious corporation, the Certificate of Dissolution (Form DISS NP) must be accompanied by a letter from the Attorney General that either waives objections to the distribution of the corporation's assets or confirms that the corporation has no assets.

Foreign Corporation: File a Certificate of Surrender of Right to Transact Intrastate Business (Form SURRENDER–CORPORATION).
California Limited Liability Company: File a Certificate of Dissolution (Form LLC–3) and Certificate of Cancellation (Form LLC–4/7), unless all the members vote to dissolve, in which case only Form LLC–4/7 is required; OR, in limited circumstances, a Short Form Certificate of Cancellation (Form LLC–4/8) may be filed.

Foreign Limited Liability Company: File a Certificate of Cancellation (Form LLC–4/7).

California or Foreign Limited Partnership: File a Certificate of Cancellation (Form LP–4/7).

General Partnership: File a Certificate of Dissolution (Form GP–4).

Limited Liability Partnership: File a Notice of Change of Status (Form LLP–4).

To ensure that all issues are considered and addressed appropriately, you should consult with private legal counsel prior to submitting termination documents to the California Secretary of State.

Note: Many corporation, limited liability company and limited partnership documents are returned for correction without being filed because of name issues, errors, omissions or misstatements contained in the proposed filings submitted to this office. Filing tips have been drafted to assist with meeting the minimum filing requirements of the California Corporations Code.
 

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