Instructions for Completing the
Certificate of Surrender (Form SURC)
(Foreign Qualified Corporation ONLY)
To surrender a Foreign Qualified Corporation, complete the Certificate of Surrender (Form SURC). Before
submitting the completed form, you should consult with a private attorney for advice about your specific
business needs.
Form SU
RC has been created for ease in filing, however, any format may be used, provided it meets statutory
requirements.
Upon the filing of the Certificate of Surrender by the Secretary of State, the foreign qualified corporation will be
completely surrendered and the corporate rights, powers and privileges will cease in California.
The status of the corporation must be active on the records of the California Secretary of State in order to file a
Certificate of Surrender. The status of the corporation can be checked online on the Secretary of State’s
Business Search at BusinessSearch.sos.ca.gov
.
Important A
dditional Steps to Close a Business in California:
Final Tax Returns Required: See California Franchise Tax Board’s (FTB) Publication 1038 Guide
to
Dissolve, Surrender, or Cancel a California [or Foreign] Business Entity https://www.ftb.ca.gov/forms/
misc/1038.html. See FTB’s “Closing a Business Entity” webpage at https://www.ftb.ca.gov/about-ftb/
newsroom/tax-news/may-2018/how-to-close-a-california-business-entity.html for additional information.
- Al
l final returns required under the California Revenue and Taxation Code must be filed timely (Form
100/100S) with the FTB and the $800 minimum franchise tax for the tax year of the final return must be paid. If
final returns are not filed, the corporation will remain FTB active and continue to be subject to the $800
minimum franchise tax for each taxable year
.
- F
or information regarding FTB forms and publications visit their website at https://www.ftb.ca.gov or contact
the FTB at (800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.).
Fees:
Filing Fee: There is no fee for filing Certificate of Surrender of a Foreign Qualified Corporation.
Faster Service Fee:
- Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to
our Sacramento office.
- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in
person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee
provides priority service over documents submitted by mail. The special handling fee is not refundable
whether the document is filed or rejected.
- Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information
about this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options
.
C
opies: To get a copy of the filed document, include payment for copy fees when the document is submitted. Copy
fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional $5.00
certification fee, per copy.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash
by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card
(Visa® or MasterCard®).
Processing
Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
SURC Instructions (REV 01/2017)
2017 California Secretary of State
bizfile.sos.ca.gov
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the
Certificate of Surrender (Form SURC) as follows:
Item Instruction Tips
1. Enter the name of the foreign qualified
corporation exactly as it appears on file
with the California Secretary of State,
including the entity ending and assumed
name, if any (Jones & Company, Inc.
doing business in California as
California Jones & Company, Inc.)
A preliminary search of the corporation’s status can be made
online through our Business Search at
BusinessSearch.sos.ca.gov. Please note:
If the
corporation’s status is FTB suspended/forfeited, this must be
resolved with the California Franchise Tax Board and the
corporation returned to active status before submitting the
completed Certificate of Surrender (Form SURC).
The name must match exactly the name as shown on the
records of the California Secretary of State.
If your corporation registered in California using an assumed
name (e.g. “ABC CORPORATION DOING BUSINESS IN
CALIFORNIA AS ABC CORPORATION OF DELAWARE”),
you must enter the complete assumed name.
2. If known, enter the 7-
digit corporate file
number issued to the corporation by the
California Secretary of State at the time
of registration.
The 7-
digit corporate file number is provided by the
Secretary of State above the file stamp at the top of the
corporation’s registration document filed with the California
Secretary of State.
To ensure you have the correct file number and exact name
of the corporation, look to your registration document filed
with the California Secretary of State and any name change
amendments.
Secretary of State Records can be accessed online through
our Business Search at BusinessSearch.sos.ca.gov. While
searching the Business Search, be sure to identify your
corporation correctly including the jurisdiction that matches
your qualified foreign corporation.
3.
Enter the state, foreign country or other
place where this corporation is formed.
To en
sure you are surrendering the correct foreign qualified
corporation, confirm the jurisdiction is accurate.
Look to your registration document filed with the California
Secretary of State.
Secretary of State Records can be accessed online through
our Business Search at BusinessSearch.sos.ca.gov. While
searching the Business Search, be sure to identify your
foreign qualified corporation correctly including the
jurisdiction that matches your qualified foreign corporation.
4. Enter the corporation’s complete mailing
office address, city, state and zip code.
This address will be used to mail copies of legal documents
that are served upon the California Secretary of State.
The complete address is required including the street name
and number, city, state and zip code.
P.O. Box address is acceptable.
Do not abbreviate the name of the city.
After Form SURC has been filed, if the foreign corporation
changes the mailing address where the California Secretary
of State forwards copies of any legal documents served on
the Secretary of State intended for the corporation, the
corporation must file a Certificate of Change of Address of
Surrendered Foreign Corporation with the California
Secretary of State.
SURC Instructions (REV 01/2017)
2017 California Secretary of State
bizfile.sos.ca.gov
5.
These statements are required by statute
and must not be altered.
Item 5c allows the Secretary of State to accept legal
documents (e.g. service of process, lawsuits, other types of
legal notices, etc.) filed against the Surrendered Corporation
related to any liability or obligation incurred within the State
of California prior to the filing of this Certificate of Surrender.
See Final Tax Returns Required section above.
6. This Certificate of Surrender (Form
SURC) must be signed by a corporate
officer.
There is no authority for a director or “authorized
representative” to sign a Certificate of Surrender (Form
SURC). This document must be signed by a corporate
officer.
If you need more space for signatures:
o Place the additional signatures on only one side of a
standard letter-sized piece of paper (8 1/2" x 11")
clearly marked as an attachment to Form SURC and
attach the extra page(s) to the completed Form SURC
.
o All attachments are part of this document.
Multiple Form SURCs with different signatures will be
returned without being fileduse only one form.
Do not include the office or title of the person signing.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including a purchased copy of the filed document, if any, complete the Mail Submission Cover Sheet. For the Return
Address: enter the name of a designated person and/or company and the corresponding mailing address. Please
note the Mail Submission Cover Sheet will be treated as correspondence and will not be made part of the filed
document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State,
Business Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop
off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the
Sacramento office.
Ret
urn Receipt Request: It is recommended for proof of submittal that if the Certificates of Surrender (Form SURC)
is mailed to the California Secretary of State, it be sent by Certified Mail with Return Receipt Requested.
Legal Authority: General statutory filing provisions are found in Sections 2112. All statutory references are to the
California Corporations Code, unless otherwise stated.
SURC Instructions (REV 01/2017)
2017 California Secretary of State
bizfile.sos.ca.gov
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
Make all checks or money orders payable to the Secretary of State.
Do not include a $15 counter fee when submitting documents by mail.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
su
bmissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
Optional Copy a
nd Certification Fees:
If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person: (Please type or print legibly)
First Name: __________________________________________________ Last Name: _______________________________________________
Phone (optional): ______________________________________________
Entity Information: (Please type or print legibly)
Name: __________________________________________________________________________________________________________________
Entity Number (if applicable): _____________________________________
Comments: _____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Secretary of State Use Only
T/TR:
AMT REC’D: $
Company:
Address:
City/State/Zip:
Doc Submission Cover - Corp (Rev. 09/2016)
Clear Form
Print Form
Secretary of State
Certificate of Surrender
SURC
This Space For Office Use Only
(Foreign Qualified Corporation ONLY)
IMPORTANTRead Instructions before completing this form.
There is No Fee for filing a Certificate of Surrender
Copy Fees First page $1.00; each attachment page $0.50;
Certification Fee - $5.00
Note: For information about Franchise Tax Board final tax return requirements,
go to https://www.ftb.ca.gov.
1. Corporate Name
(Enter the exact name of the corporation as it is recorded with the California Secretary of State. Note: If you registered
in California using an assumed name, see instructions.)
2. 7-Digit Secretary of State File Number 3. Jurisdiction (State, foreign country or place where this corporation is formed.)
4.
Mailing Address to mail copies of Legal Service (Enter the complete mailing address where the California Secretary of State may
forward copies of any legal documents against the corporation that are served on the Secretary of State intended for the corporation.)
Mailing Address of Corporation City (no abbreviations) State Zip Code
5. Required Statements (Do not alter the Required Statements ALL must be true to file this Certificate of Surrender.)
Statements 5(a) – 5(d) are true:
a) The corporation hereby surrenders its rights and authority to transact intrastate business in the State
of California.
b) The corporation hereby revokes its designation of agent for service of process in California.
c) The corporation consents to process against it in any action upon any liability or obligation incurred
within the State of California prior to the filing of this Certificate of Surrender may be served upon the
California Secretary of State.
d) All final returns required under the California Revenue and Taxation Code have been or will be filed
with the California Franchise Tax Board.
6. Read and Sign Below (See Instructions. Office or title not required.)
I am a corporate officer and am authorized to sign on behalf of the foreign corporation.
__________________________________________________________ ____________________________________________________
Signature Type or Print Name
SURC (REV 01/2017)
2017 California Secretary of State
bizfile.sos.ca.gov
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