Dissolve a California LLC or corporation
File with the California Secretary of State, then a final tax return.
The catch
The filing is free, but the Franchise Tax Board wants your final return first and the $800 minimum tax keeps coming until you finish.
How to close a company in California
File your final tax return
California does not charge to close you, but the tax board wants its paperwork first.
Wind up the business
Hold the vote your governing documents and California law require. Pay or set aside what you owe, in the order your lawyer advises.
File with the California Secretary of State
LLC: LLC-3, LLC-4/7, No state fee. corporation: DISS STK, No state fee.
Pick how to file
Online, by mail or in person. No fixed time is published. Online filings get priority.
Check your records
Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.
Facts and sources
| Fact | What we found | Source |
|---|---|---|
| Filing office | California Secretary of State, Business Programs Division (bizfile Online), 916-653-6814 | California Secretary of State |
| corporation: vote to dissolve | ELEC STK: Certificate of Election to Wind Up and Dissolve (stock corporation) Fee: No state fee. No filing fee. Optional certified copy $5. Not needed when all shareholders vote to dissolve, per the SOS FAQ. Full notesHow to file: Online at bizfile Online. Paper by mail or in person at 1500 11th Street, Sacramento. In-person submissions carry a $15 special handling fee per the SOS cover sheet. | California Secretary of State |
| corporation: dissolve | DISS STK: Certificate of Dissolution (stock corporation) Fee: No state fee. No filing fee. Optional certified copy $5. How to file: online, by mail, in person | California Secretary of State |
| corporation: short form | DSF STK: Short Form Certificate of Dissolution (stock corporation) Fee: No state fee How to file: online, by mail, in person | California Secretary of State |
| LLC: dissolve | LLC-3: Certificate of Dissolution (LLC) Fee: No state fee. No fee. Optional certified copy $5. Not required when all members voted to dissolve and that is noted on the LLC-4/7. How to file: online, by mail, in person | bpd.cdn.sos.ca.gov |
| LLC: cancel | LLC-4/7: Certificate of Cancellation (LLC) Fee: No state fee How to file: online, by mail, in person | bpd.cdn.sos.ca.gov |
| LLC: short form | LLC-4/8: Short Form Cancellation Certificate (LLC) Fee: No state fee. Only for a California LLC within 12 months of filing its Articles, with no debts and no business conducted. All listed statements must be true. How to file: online, by mail, in person | bpd.cdn.sos.ca.gov |
| Tax clearance | No. California Franchise Tax Board. No clearance certificate. The FTB lists filing and payment steps instead. | California Franchise Tax BoardCalifornia Franchise Tax Board |
| Before you file |
Full notes
| California Franchise Tax BoardCalifornia Franchise Tax Board |
| Reports and final return | Annual minimum tax: the FTB says an entity may avoid the minimum franchise or annual tax for current and later years if it files the final return on time and the SOS documents within 12 months of it. The $800 amount is printed on the FTB corporation page (minimum franchise tax) and LLC page (annual tax). | California Franchise Tax Board |
| Newspaper notice | The FTB suggests considering a newspaper notice that an LLC is no longer in business. It is listed as an optional extra step. | No official page says |
| Telling creditors | The FTB lists notifying creditors, vendors, suppliers, clients and employees as an additional step. | California Secretary of State |
| How long it takes | Varies. No fixed time is published. Online filings get priority. | California Secretary of State |
| Other tax stops |
| California Franchise Tax Board |
Fees and form numbers change, so check the source before you file.
A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral
Questions people ask
How much does it cost to close a California LLC or corporation?
LLC (LLC-3, LLC-4/7): no state filing fee. corporation (DISS STK): no state filing fee. Fees change, so check the source link before you pay.
Do I need tax clearance to close a California company?
California does not require a tax clearance before you file. The filing is free, but the Franchise Tax Board wants your final return first and the $800 minimum tax keeps coming until you finish.
Where do I file in California?
File with the California Secretary of State, Business Programs Division (bizfile Online). You can file online, by mail or in person.
How long does it take to close a company in California?
California publishes no fixed processing time that we could find. Online filings get priority.
What happens to my Slack, email and CRM when I close?
Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.
Is this legal advice?
No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.
