How Do You Dissolve A California LLC?

By: Doug Bend

There are typically ten steps to dissolve a California LLC:

1. Review The LLC’s Operating Agreement.

You should first review your LLC’s Operating Agreement to see what steps it requires for dissolution.

2. Member’s Resolution Approving The Dissolution.

Most likely you will need a written Member’s resolution approving the dissolution of the LLC.

3. Secretary of State’s Office.

Next, you will file a dissolution form with the California Secretary of State’s Office.  Which form you file will depend on when the LLC was formed and whether you have the unanimous consent of the Member’s to dissolve.

4. Notice of Dissolution To Creditors.

If the company has any creditors, you should provide them with notice of when claims must be submitted for payment to be considered.

5.  Discontinued Registered Agent For Service Of Process Services.

Once you get the endorsed dissolution filing back from the Secretary of State’s Office, if you are using a third party provider for your company’s registered agent you should notify them of the dissolution so they do not continue to charge you for the service.

6. File Declaration Of Closed Business With The City.

If the LLC is registered with a city, most cities require that the business registration be inactivated.  For example, if your LLC is registered to do business in San Francisco, a Declaration of Closed Business would need to be filed.

7.  File An Abandonment Form For Your Fictitious Business Name Statement.

In addition, most jurisdictions require you to file a form notifying the county that you will no longer be using any of the fictitious business names that you registered for the LLC. For example, in San Francisco a company would need to file a Statement Of Abandonment Of Use Of Fictitious Business Name Statement.

8.  Cancel Any Other Licenses And Permits.

You should cancel any additional licenses or permits, such as your California Seller’s Permit and your LLC’s registration with  the Employment Development Department.

9.  Final State Tax Return.

If you elected to have the LLC taxed as an S corporation, you will need to work with your CPA or other tax professional to file a final state tax return.  You will also need to file any delinquent tax returns and pay any owed taxes.

In California, the Franchise Tax Board will continue to assess an annual franchise tax until the LLC has filed a final tax return with the FTB.  You should indicate it is the final return by checking the box that it is the final return and writing “final” on the top of the return.

10.  Final Federal Tax Returns.

Lastly, if the LLC elected to be taxed as an S corporation a final federal tax return will also need to be filed.  Like the state tax return, you should indicate on the form that it is the final return for the company.

Please do not hesitate to contact us at info@BendLawOffice.com if you would like our help to dissolve your California LLC.

The information provided here is not legal advice and does not purport to be a substitute for advice of counsel on any specific matter. For legal advice, you should consult with an attorney concerning your specific situation.