Fillable Form California Certificate of Dissolution

What is the California Certificate of Dissolution form?

Form LLC-3, California Certificate of Dissolution Form, is a document used by business entities to formally end a corporation in California. It identifies the process regarding the distribution of assets.

What is the purpose of the California Certificate of Dissolution form?

The California Certificate of Dissolution form is used to wind up the affairs of the entity in advance of the termination of a corporation. A California stock corporation is effectively dissolved when filed within twelve months from the date the Articles of Incorporation were filed with the California Secretary of State. The corporation must agree to all the required statements are true upon filling out the form.

How to fill out the California Certificate of Dissolution form?

MAIL SUBMISSION COVER SHEET

You must complete and include this cover sheet upon your submission. The information will be used to get in touch with you in writing about the submission. This cover sheet is treated as correspondence and will not be made part of the filed document.

REMINDERS:

1. Make sure that all checks or money orders are payable to the Secretary of State.

2. A $15 counter fee is not required when submitting documents by mail.

3. The standard processing time for submissions takes approximately 5 business days from receipt. Submissions are reviewed in the date order of receipt.

CONTACT PERSON

First Name

Enter the first name of the contact person or representative.

Last Name

Enter the last name of the contact person or representative.

Phone Number

Enter the active phone number of the contact person or representative.

ENTITY INFORMATION

Name

Enter the name of the entity.

Entity Number

Enter the entity number, if there’s any.

Comments

Add a note(s) for the entity, if applicable.

RETURN ADDRESS

If you are filing a written communication from the Secretary of State related to this document, or if purchasing a copy of the filed document.

Name

Enter the legal name of the person.

Company

Enter the company name.

City/State/Zip

Enter the city, state and zip code of the company’s location.

Secretary of State Certificate of Dissolution Limited Liability Company (LLC) - LLC-3

By completing this form, it will place all on notice that the California limited liability company (LLC) has elected to wind up the business of the LLC.

There is no fee for filing a Certificate of Dissolution. However, there are fees for each copy:

• $1.00 for first page
• $0.50 for each attachment page
• $5.00 for certification fee plus copy fees

Note: The status of the corporation must be active in order to file cancellation documents.

1. LIMITED LIABILITY COMPANY NAME

Enter the exact name of the LLC exactly as it appears on file with the California Secretary of State including the entity.

2. LLC 12-DIGIT ENTITY NUMBER

Enter the 12-digit file number issued to the LLC by the California Secretary of State at the time of registration.

The 12-digit file number is located above the stamp at the top of the LLC’s registration document filed with the California Secretary of State.

3. DISSOLUTION

Be informed that Form LLC-3 is not required when the vote to dissolve was made by all members and noted on the Certificate of Cancellation (Form LLC-4/7).

Read and mark the statements that caused the dissolution of the LLC from the following:

1. The happening of an event as set forth in the Articles of Organization or in the LLC’s written Operating Agreement.

2. The vote of 50 percent or more of the voting interests of the members of the LLC or a greater percentage of the voting interests of members as specified in the Articles of Organization or written Operating Agreement.

3. The passage of 90 consecutive days during which the LLC has no members, except on the death of a natural person who is the sole member of the LLC, the status of the member, including membership interest, may pass to the heirs, successors, and assigns of the member by will or applicable law.

4. The entry of a decree of judicial dissolution pursuant to California Corporations Code section 17707.03.

Note: The LLC must file Form LLC-4/7, Certificate of Cancellation, to terminate the corporation.

4. SIGNATURE

Ensure that you provided the correct information in this form. False statements are punishable under the penalties of perjury. Provide your name and sign the form.

For additional signatures, attach one side of a standard letter-size piece of paper (8 ½” x 11”).

Signing tips:

1. For Entities

The person who signs on behalf of the entity should note their name and position/title, the exact entity name and the entity’s relation to the dissolving LLC.

2. For Trusts

The trustee should include its full name and position/title, and the exact entity name, including the date of the trust, if applicable.

Example: John Smith, trustee of the Green Family Trust (U/T/A 5-1-1944), Member.

Note: Form LLC-3 must be signed by the managers or authorized person to pay liabilities if the LLC has no members for 90 consecutive days.

Where to submit Form LLC-3?

Submit the completed form along with the applicable fees to the Secretary of States, Business Entities Filing Unit, P.O Box 944260, Sacramento, California 94244-2600.

You may also drop off the form to the Sacramento office, 3rd floor, 1500 11th Street, Sacramento, California 95814. Then, a $15 counter drop off fee is required for submitting the form in person and it provides a priority service over submitted documents by mail.

A guaranteed expedite drop off of documents can be processed within a guaranteed timeframe for a non-refundable fee instead of the counter drop off fee.

Note: You must have a proof of submittal that you mailed the Certificate of Dissolution to the Secretary of State.

Use this section if you intend to fill out Form LLC-4-7 instead of Form LLC-3:

Secretary of State Certificate of Cancellation Limited Liability Company (LLC) - LLC-4/7

By completing this form, it will terminate the limited liability company (LLC) and its powers, rights, and privileges will cease in California.

There is no fee for filing a Certificate of Dissolution. However, there are fees for each copy:

• $1.00 for first page
• $0.50 for each attachment page
• $5.00 for certification fee plus copy fees

Note: The status of the corporation must be active in order to file cancellation documents.

1. LIMITED LIABILITY COMPANY NAME

Enter the exact name of the LLC exactly as it appears on file with the California Secretary of State including the entity.

2. LLC 12-DIGIT ENTITY NUMBER

Enter the 12-digit file number issued to the LLC by the California Secretary of State at the time of registration.

The 12-digit file number is located above the stamp at the top of the LLC’s registration document filed with the California Secretary of State.

3. DISSOLUTION

Mark YES if the dissolution was made by a vote of all the members of the California Limited Liability Company. Otherwise, mark NO.

Note: If you did not mark the above statement, Form LLC-3, Certificate of Dissolution, must be filed prior to or together with this Certificate of Cancellation.

4. TAX LIABILITY STATEMENT

Ensure that all final returns under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax Board. See California Franchise Tax Board (FTB) for your guide to dissolve, surrender, or cancel a California or foreign business entity.

Note: Do not change or alter the tax liability statement.

For more information regarding your FTB forms visit their official website or call them at (800) 852-5711 (from within the U.S) or (916) 845-6500 (from outside the U.S).

5. CANCELLATION STATEMENT

Be informed that the Limited Liability Company’s registration will be cancelled and its power, rights, and privileges will cease in California upon the effective date of this Certificate of Cancellation.

Note: Do not change or alter the cancellation statement.

6. SIGNATURE

Ensure that you provided the correct information in this form. False statements are punishable under the penalties of perjury. Provide your name and sign the form.

For additional signatures, attach one side of a standard letter-size piece of paper (8 ½” x 11”).

Signing tips:

1. For Entities

The person who signs on behalf of the entity should note their name and position/title, the exact entity name and the entity’s relation to the dissolving LLC.

2. For Trusts

The trustee should include its full name and position/title, and the exact entity name, including the date of the trust, if applicable.

Example: John Smith, trustee of the Green Family Trust (U/T/A 5-1-1944), Member.

Note: Form LLC-3 must be signed by the managers or authorized person to pay liabilities if the LLC has no members for 90 consecutive days.

Where to submit Form LLC-4/7?

Submit the completed form along with the applicable fees to the Secretary of States, Business Entities Filing Unit, P.O Box 944260, Sacramento, California 94244-2600.

You may also drop off the form to the Sacramento office, 3rd floor, 1500 11th Street, Sacramento, California 95814. Then, a $15 counter drop off fee is required for submitting the form in person and it provides a priority service over submitted documents by mail.

A guaranteed expedite drop off of documents can be processed within a guaranteed timeframe for a non-refundable fee instead of the counter drop off fee.

Note: You must have a proof of submittal that you mailed the Certificate of Cancellation to the Secretary of State.