Fill - Free fillable Form ELEC NP And Form DISS NP (California) PDF form

eForms Instructions BE (EST 11/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

This form can be submitted electronically through eForms Online:

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your filing. Note: In person submissions require an additional $15 handling fee.

Secretary of State

Business Programs Division

Business Entities, 1500 11th Street, Sacramento, CA 95814

California Nonprofit Corporation

Dissolution Requirements – What Form to File

What form(s) do I file to dissolve my California Nonprofit Corporation?

Form to Use Requirements

Nonprofit Short Form Dissolution

Certificate -

Form DSF NP

Form DSF

NP can be filed by a

California nonprofit public benefit,

mutual benefit or religious corporation

if all requirements are met.

All of the following statements about the California nonprofit

corporation must be true in order to file Form DSF NP:

a) Was registered in California within the last 24 months;

b) Has no debts or other liabilities, except as provided in Item c;

c) The tax liability will be satisfied on a taxes paid basis or the tax

liability will be assumed;

d) All required California final tax returns have been or will be

filed with the California Franchise Tax Board;

e) The nonprofit corporation was created in error;

f) No memberships have been issued, and if the nonprofit

corporation has received payments for memberships, those

payments have been returned to those making payments;

g) The nonprofit corporation is dissolved; and

h) The assets have been distributed or the nonprofit corporation

acquired no known assets.

Note: If filing Form DSF NP, you do not need to file Form ELEC NP

and Form DISS NP.

(California Corporations Code sections 6610.5, 8610.5 and 9680.5.)

Nonprofit Certificate of Election to

Wind Up and Dissolve –

Form ELEC NP

• If the California nonprofit corporation cannot answer yes to all of

the items a) – h) above; and

• If the vote to dissolve was made by less than all of the members,

or if the nonprofit corporation has no members, by less than all of

the directors.

Note: If the vote to dissolve was made by all of the members, or if

the nonprofit corporation has no members, by all of the directors, and

that fact is stated on Form DISS NP, Form ELEC NP is not

required.

(California Corporations Code sections 6611, 8611, 9680 or 12631.)

Nonprofit Certificate of Dissolution –

Form DISS NP

• If the California nonprofit corporation cannot answer yes to all of

the items a) – h) above.

Note: If the vote to dissolve was made by less than all of the

members, or if the nonprofit corporation has no members, by less

than all of the directors, Form ELEC NP must be filed prior to or

together with Form DISS NP.

(California Corporations Code sections 6615, 8615, 9680 and 12635.)

The status of the California nonprofit corporation must be active on the records of the California Secretary of State

in order to file dissolution documents. The status of the nonprofit corporation can be checked online on the

Secretary of State's Business Search at BusinessSearch.sos.ca.gov.

Corp Diss/Nonprofit Info (Rev. 12/2020)

Page 1 of 1

2020 California Secretary of State

bizfile.s

os.ca.gov

Instructions for Completing the

Nonprofit Certificate of Election to Wind Up and Dissolve (Form ELEC NP)

(California Nonprofit Corporation ONLY)

To put all on notice that the nonprofit corporation has elected to wind up and dissolve, a California nonprofit

corporation must complete the Nonprofit Certificate of Election to Wind Up and Dissolve (Form ELEC NP). Before

submitting the completed form, you should consult with a private attorney for advice about your specific business

needs.

• Form ELEC NP has been created for ease in filing, however, any format may be used, provided it meets

statutory requirements.

• The status of the nonprofit corporation must be active in order to file dissolution documents. The status of the

nonprofit corporation

can be checked online on the Secretary of State's Business Search at

BusinessSearch.sos.ca.gov.

Importa

nt Additional Steps to Terminate the Corporation:

1. Completing the Dissolution Process: To complete the dissolution process, the nonprofit corporation also

must file a Nonprofit

Certificate of Dissolution - Nonprofit (Form DISS NP). This Form ELEC NP is not required

when the vote to dissolve was made by all of the members, or if there are no members, by all of the directors,

and that fact is stated on the Form DISS NP.

2. Final Tax Returns: 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.

• All 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 nonprofit corporation will remain FTB active and continue to be

subject to the $800 minimum franchise tax for each taxable year.

• For information regarding FTB forms and publications go to 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 this Nonprofit Certificate of Election to Wind Up and Dissolve (Form ELEC

NP).

• Faster Service Fee:

- Counter and guaranteed expedite serv

ices are available only for documents submitted in person (drop off)

to our

acramento office

- Counter

Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in

person 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 instead 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.

Copies: 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 Dates: For current processing dates, go to www.sos.ca.gov/business/be/processing-dates.

ELEC NP Instructions (REV 12/2020)

2020 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

Nonprofit Certificate of Election to Wind Up and Dissolve (Form ELEC NP) as follows:

Item Instruction Tips

1. Enter the name of the nonprofit

corporation exactly as it appears on

file with the California Secretary of

State, including the entity ending (ex:

“ABC Nonprofit Corporation” or “A.B.C.

Nonprofit Corporation”).

• If the corporation is a California stock corporation, do not

file this Form ELEC NP; file a Certificate of Election to Wind

Up and Dissolve – Stock (Form ELEC STK).

• If the corporation is a registered foreign corporation (formed

outside of California), do not file this Form ELEC NP; file

the Certificate of Surrender (Form SURC) to terminate

registration in California.

Enter the 7-digit corporate Entity

Number issued to the nonprofit

corporation by the California Secretary

of State at the time of registration.

• The 7-digit Entity (File) Number is provided by the Secretary

of State on the nonprofit corporation’s registration document

filed with the California Secretary of State.

• To ensure you have the correct Entity Number and exact

name of the nonprofit 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

nonprofit corporation correctly, including the jurisdiction that

matches your nonprofit corporation.

3. You must check the box next to the

applicable statement. Only one box

may be checked.

• This Form ELEC NP is not required if the vote to dissolve

the nonprofit corporation was made by ALL of the

members, or if there are no members, by ALL of the

directors, and that fact is stated on the Nonprofit Certificate

of Dissolution (Form DISS NP).

• If first box is checked, enter the number of members that

voted in favor of the dissolution. Do not enter the

percentage of members that voted in favor of the

dissolution.

• The Nonprofit Certificate of Election to Wind Up and

Dissolve puts all on notice that the nonprofit corporation has

elected to wind up the business of the nonprofit corporation

and is in the process of paying liabilities and distributing

assets.

• In order to terminate the nonprofit corporation, the nonprofit

corporation also must file a Nonprofit Certificate of

Dissolution (Form DISS NP).

4. This statement is required by statute

and must not be altered.

ELEC NP Instructions (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

5. Form ELEC NP must be dated, signed

and verified by:

• the sole director or a majority of

the directors now in office; or

• the chairperson of the board,

president or vice president and

the secretary, chief financial

officer, treasurer, assistant

secretary or assistant treasurer.

(Section 5062 or 12241); or

• the member(s) authorized to sign

this certificate by approval of a

majority of all members.

• Verification requires a statement under penalty of perjury

under the laws of the State of California that the matters set

forth in the certificate are true and correct of the signor’s

own knowledge. (Section 5076.)

• To complete the verification, the date must be the date the

document is signed by each person signing the document.

• If you need more space for additional signatures:

- The dated signature(s) with verification must be

placed

on only one side of a standard letter-sized piece

of paper (8 1/2" x 11") clearly marked as an attachment

to the Nonprofit Certificate of Election to Wind Up and

Dissolve (Form ELEC NP) and attach the extra page(s)

to the completed Nonprofit Certificate of Election to

Wind Up and Dissolve (Form ELEC NP).

- The following verification must be included with

additional signatures and date(s) on an attachment: I

declare under penalty of perjury under the laws of the

State of

California that the matters set forth in the

certificate are true and correct of my own knowledge.

- All

attachments are part of this document.

• Multiple Form ELEC NPs with different signatures will be

returned without being filed – use only one form.

• Do not use a computer-generated signature.

Return Receipt Requested: It is recommended for proof of submittal that if the Nonprofit Certificate of Election

to Wind Up and Dissolve is mailed to the Secretary of State, it be sent by Certified Mail with Return

Receipt Requested.

Legal Authority: General statutory filing provisions are found in California Corporations Code section 6611,

8611, 9680 and 12631. All statutory references are to the California Corporations Code.

ELEC NP Instructions (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

Secretary of State

ELEC NP

This Space For Office Use Only

Nonprofit

Certificate of Election to Wind

Up and Dissolve

(California

Nonprofit Corporation ONLY)

IMPORTANT — Read Instructions before completing this form.

There is No Fee for filing a Nonprofit Certificate of Election to Wind Up

and Dissolve

Copy Fees – First page $1.00;

each attachment page $0.50;

Certificat

ion Fee - $5.00 plus copy fees

1. Corporate Name (Enter the exact name of the nonprofit corporation as it is

recorded with the California Secretary of State.)

2. 7-Digit Secretary of State Entity Number

3. Election

(Check the applicable statement. Only one box may be checked. If the first box is checked, enter the number of

members (do not enter the percentage of members). Note: This Form ELEC NP is not required when the vote to

dissolve was made by all of the members, or if the nonprofit corporation has no members, by all of the directors, and

that fact is noted on the Nonprofit Certificate of Dissolution (Form DISS NP).)

The election was made by the vote of ______________ members of the nonprofit corporation, and representing a

majority of the members.

The election was made by the board of directors together with the vote of a majority of the members voting on the

election to dissolve.

The nonprofit corporation has no members; the election was made by the board of directors of the nonprofit

corporation

4. Required Statement (This Statement is required. Do not alter.)

The nonprofit corporation has elected to wind up and dissolve.

5. Read, Verify, Date and Sign Below (See Instructions for signature requirements. Do not use a computer generated signature.)

I declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate

are true and correct of my own knowledge and that I am authorized by California law to sign.

__________________ ____________________________________________ ______________________________________________

Date Signature Type or Print Name

__________________ __________________________________________ ______________________________________________

Date S

ignature Type or Print Name

__________________

__________________________________________ ______________________________________________

Date S

ignature Type or Print Name

ELEC NP (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

Clear Form

Print Form

Instructions for Completing the

Nonprofit Certificate of Dissolution (Form DISS NP)

(California Nonprofit Corporation ONLY)

To terminate (dissolve) a California nonprofit corporation, complete the Nonprofit Certificate of Dissolution (Form DISS

NP). Before submitting the completed form, you should consult with a private attorney for advice about your specific

business needs.

• Form DISS NP has been created for ease in filing, however, any format may be used, provided it meets statutory

requirements.

• Upon filing Form DISS NP the nonprofit corporation will be terminated and the nonprofit corporation’s powers, rights

and privileges will

cease in California.

• The status of the nonprofit corporation must be active on the records of the California Secretary of State in order to

file dissolution documents. The status of the nonprofit corporation can be checked online on the Secretary of State's

Business Search at BusinessSearch.sos.ca.gov.

Additional Requirements:

• Public benefit or religious corporations: If the dissolving nonprofit corporation is a public benefit or religious

corporation, the Nonprofit Certificate of Dissolution must be included with a California Attorney General’s letter that

either waives objections to the distribution of the nonprofit corporation’s assets or confirms that the nonprofit

corporation has no assets.

Note: The dissolving public benefit or religious nonprofit corporation does not need the letter from the California

Attorney General's office if the nonprofit corporation: (1) is a committee, as defined by California Government Code

section 82013; (2) has filed any statement pursuant to the California Government Code, commencing with Section

84200; and (3) is exempt from the supervisory authority of the Attorney General pursuant to California Government

Code sections 12581 and 12583. The nonprofit corporation must include a written statement by the corporation with

the Nonprofit Certificate of Dissolution that confirms the corporation meets all three requirements listed in this

paragraph.

• Mutual benefit corporations: If the dissolving corporation is a mutual benefit nonprofit corporation, and that

corporation is holding assets in a charitable trust, the distribution of those assets must be approved by the California

Attorney General or be made by decree of a superior court. (California Corporations Code section 8716.)

• For information about the required letter/approval, contact the Office of the Attorney General - Registrar of Charitable

Trusts at (916) 210-6400 or go to oag.ca.gov/charities. A written request for the required letter/approval can be mailed

to the Registrar of Charitable Trusts, Office of the Attorney General, P.O. Box 903447, Sacramento, California

94203-4470.

Fees:

• Filing Fee: There is no fee for filing this Nonprofit Certificate of Dissolution (Form DISS NP).

• 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

your completed document at our Sacramento office. The $15.00 c

ounter 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 instead 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.

Copies: 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 offic

e, payment also may be made by credit card

(Visa or Mastercard®).

Processing Dates: For current processing dates, go to www.sos.ca.gov/business/be/processing-dates.

DISS NP Instructions (REV 12/2020)

2020 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

Nonprofit Certificate of Dissolution (Form DISS NP) as follows:

Item Instruction Tips

1. Enter the name of the nonprofit

corporation exactly as it appears on file

with the California Secretary of State,

including the entity ending (ex: “ABC

Nonprofit Corporation” or “A.B.C.

Nonprofit Corporation”).

• If the corporation is a California stock corporation, do not file

this Form DISS NP; file a Certificate of Dissolution – Stock

(Form DISS STK).

• If the corporation is a registered foreign corporation (formed

outside of California), do not file this Form DISS NP; file a

Certificate of Surrender (Form SURC) to terminate the

registration in California.

2. Enter the 7-digit corporate Entity

Number issued to the nonprofit

corporation by the California Secretary

of State at the time of registration.

• The 7-digit Entity (File) Number is provided by the Secretary

of State on the nonprofit corporation’s registration document

filed with the California Secretary of State.

• To ensure you have the correct Entity Number and exact

name of the nonprofit 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

nonprofit corporation correctly, including the jurisdiction that

matches your nonprofit corporation.

3. Check the box only if the vote to

dissolve was made by the vote of all the

members, or if there are no members,

by all the directors.

• If the dissolution was made by the vote of all the members, or

if there are no members, by all the directors of the California

nonprofit corporation, check the box. The Nonprofit Certificate

of Election (Form ELEC NP) is not required.

• If the box is not checked, a Nonprofit Certificate of Election

to Wind Up and Dissolve (Form ELEC NP) must be filed prior

to or together with this Nonprofit Certificate of Dissolution

(Form DISS NP).

• You must check the box next to the

applicable statement. Only one box

may be checked.

• If the second box is checked, specify

in an attachment to this certificate the

name and address of the assumer

and the provisions made for the

assumed or guaranteed payment.

• If the second box is checked, you must include in an

attachment the name, address and descriptions of the

provisions made with the assumer, guarantor or depositary

institution.

• The assumer or guarantor must be a corporation, person or

governmental agency.

• See filing tips in Item 6 below for details on using an

attachment.

5. These statements are required by

statute and must not be altered.

To ensure all tax requirements are satisfied, see the Final Tax

Returns section below.

DISS NP Instructions (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

6. Form DISS NP must be dated, signed

and verified by a majority of the

directors in office or by the sole director,

if there is only one.

• Verification requires a statement under penalty of perjury

under the laws of the State of California that the matters set

forth in the certificate are

true and correct of the signor’s

own knowledge. (Section 5076.)

• To complete the verification, the date must be the date the

document is signed by each director.

• If you need more space for additional signatures:

- The dated signature(s) with verification must be

placed on only one side of a standard letter-sized piece

of paper (8 1/2" x 11") clearly marked as an attachment

to the Nonprofit Certificate of Dissolution (Form DISS

NP) and attach the extra page(s) to the completed

Nonprofit Certificate of Dissolution (Form DISS NP).

- The following verification must be included with

additional signatures and date(s) on an attachment: I

declare under penalty of perjury under the laws of the

State of California that the matters set forth in the

certificate are true and correct of my own knowledge.

- All attachments are part of this document.

• Multiple Form DISS NPs with different signatures will be

returned without being filed – use only one form.

• Do not use a computer-generated signature.

Public Benefit or Religious Corporations: If the dissolving nonprofit corporation is a public benefit or religious

corporation, the Nonprofit Certificate of Dissolution must be included with a California Attorney General’s letter

that either waives objections to the distribution of the nonprofit corporation’s assets or confirms that the nonprofit

corporation has no assets. See the Additional Requirements section above for more information.

Return Receipt Request: It is recommended for proof of submittal that if the Nonprofit Certificate of Dissolution

(Form DISS NP) 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 California Corporations Code section 6615,

8615, 9680 and 12635. All statutory references are to the California Corporations Code unless otherwise noted.

Final Tax Returns: 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.

• All 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 nonprofit corporation will remain FTB active and continue to be subject to the $800 minimum

franchise tax for each taxable year.

• For information regarding FTB forms and publications go to 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.).

DISS NP Instructions (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

Secretary of State

DISS NP

This Space For Office Use Only

Nonprofit

Certificate of Dissolution

(California

Nonprofit Corporation ONLY)

IMPORTANT — Read Instructions before completing this form.

There is No Fee for filing a Nonprofit Certificate of Dissolution

Copy Fees – First page $1.00; each attachment page $0.50;

Certif

ication Fee - $5.00 plus copy fees

Attorney General Letter: All nonprofit public benefit and religious

nonprofit corporations are required to get a letter from the California

Attorney General’s office waiving objections to the nonprofit corporation’s

distribution of assets, or confirming the nonprofit corporation has no

assets. If your corporation is a public benefit or religious corporation, you

must attach that letter to this Nonprofit Certificate of Dissolution (see

instructions).

1. Corporate Name (Enter the exact name of the nonprofit corporation as it is

recorded with the California Secretary of State.)

2. 7-Digit Secretary of State Entity Number

3. Election

The dissolution was made by a vote of ALL of the members, or if there are no members, by a vote of ALL of the

directors of the California nonprofit corporation.

Note: If the above box is not checked, a Nonprofit Certificate of Election to Wind Up and Dissolve (Form ELEC NP) must be filed

prior to or together with this Nonprofit Certificate of Dissolution. (California Corporations Code sections 6611, 8611, 9680 and 12631.)

4. Debts and Liabilities

(Check the applicable statement. Only one box may be checked. If second box is checked, you must

include the required information in an attachment.)

The known debts and liabilities have been actually paid or paid as far as its assets permitted.

The known debts and liabilities have been adequately provided for in full or as far as its assets permitted by their

assumption. Included in the attachment to this certificate, incorporated herein by this reference, is a description of

the provisions made and the name and address of the person, corporation or government agency that has assumed

or guaranteed the payment, or the depository institution with which deposit has been made.

The nonprofit corporation never incurred any known debts or liabilities.

5. Required Statements (Do not alter the Required Statements – ALL must be true to file Form DISS NP.)

a. The nonprofit corporation has been completely wound up and is dissolved.

b. All final returns required under the California Revenue and Taxation Code have been or will be filed with the

California Franchise Tax Board.

c. For Mutual Benefit or General Cooperative Corporations ONLY: The known assets have been distributed to the

persons entitled thereto or the nonprofit corporation acquired no known assets.

6. Read, Verify, Date and Sign Below

(See Instructions for signature requirements. Do not use a computer generated signature.)

The undersigned is the sole director or a majority of the directors now in office. I declare under penalty of perjury under

the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

______________ ___________________________________________ _________________________________________________

Date Signature Type or Print Name

_______________ __________________________________________ _________________________________________________

Date Signature Type or Print Name

_______________ __________________________________________ _________________________________________________

Date Signature

Type or Print Name

DISS NP (REV 12/2020)

2020 California Secretary of State

bizfile.s

os.ca.gov

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