Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
Limited Liability Company (LLC)
Cancellation Requirements – What Form to File
What form do I file to cancel my Limited Liability Company’s registration in California?
Form to Use Entity Requirements
Short Form
Cancellation
Certificate -
Form LLC-4/8
ONLY LLCs
formed in
California
(Domestic)
All of the following statements about the California LLC must be true in
order to file Form LLC-4/8:
a) Was registered in California within the last 12 months;
b) Has no debts or other liabilities, except as provided in Item c;
c) All required California final tax returns have been or will be filed
with the California Franchise Tax Board;
d) The assets have been distributed or acquired no known assets.
e) No business has been conducted from the date of registration;
f) 50 percent or more of the voting interests of the managers or
members voted, or if no managers or members, the person or
50 percent or more of the persons who signed the Articles of
Organization, voted to dissolve; and
g) Any payments received from investors have been returned to
those investors.
Note: If filing Form LLC-4/8, you do not need to file Form LLC-3 and
Form LLC-4/7.
(California Corporations Code section 17707.02.)
Certificate of
Cancellation
Form LLC-4/7
LLCs formed in
California
(Domestic)
If the California LLC cannot answer yes to all of the items a) – g) above
and the vote to dissolve was made by ALL the members.
Must check the box on Form LLC-4/7 indicating the dissolution was
made by a vote of all the members.
(California Corporations Code section 17707.08.)
LLCs formed
outside of
California and
registered in
California (Foreign)
Foreign LLC no longer will be conducting business in California and
wants to cancel its Registration with the California Secretary of State.
(California Corporations Code section 17708.06.)
A Certificate of
Dissolution
Form LLC-3
ONLY LLCs
formed in
California
(Domestic)
If the California LLC cannot answer yes to all of the items a) – g) above
and the vote to dissolve was made by less than all the members.
Form LLC-3 must be filed prior to or together with the Certificate of
Cancellation - Form LLC-4/7.
(California Corporations Code section 17707.08.)
The status of the LLC must be active on the records of the California Secretary of State in order to file cancellation
documents. The status of the LLC can be checked online on the Secretary of State's Business Search at
BusinessSearch.sos.ca.gov.
LLC Diss/Canc Info (Rev. 08/2019) Page 1 of 1
2019 California Secretary of St
ate
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
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business / be/ processing-times.
Optional Copy and 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 - OBE (Rev. 09/2016)
Clear Form
Print Form
Instructions for Completing the Certificate of Dissolution (Form LLC-3)
(California LLC ONLY)
To put all on notice that the California limited liability company (LLC) has elected to wind up the business of the LLC, the
LLC must complete the Certificate of Dissolution (Form LLC-3). Before submitting the completed form, you should consult
with a private attorney for advice about your specific business needs.
Note: The status of the corporation must be active in order to file cancellation documents. The status of the LLC can be
checked online on the Secretary of State's Business Search at BusinessSearch.sos.ca.gov.
Impor
tant
Additional Steps to Terminate the LLC:
1. Completing the Cancellation Process: To complete the cancellation process, the LLC also must file a Certificate of
Cancellation (Form LLC-4/7). This
Form LLC-3 is not required when the vote to dissolve was made by all of the
members and that fact is stated on the Form LLC-4/7.
2. Final Tax Retur
ns: 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 568 [for LLCs
not classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800
annual tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB
active and continue to be subject to the $800 annual tax and/or fee.
For 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 this Certificate of Dissolution (Form LLC-3).
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 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.
Cop
ies: 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®).
Proc
essing Times: For current processing times, go to www.sos.ca.gov/busi
ness/be/processing-times.
If you are
not completing this form online, please type or legibly print in black or blue ink. Complete the Certificate of
Dissolution (Form LLC-3) as follows:
Item
Instruction
Tips
1.
Enter the name of the LLC exactly as it
appears on file with the California
Secretary of State, including the entity
ending (ex: “Jones & Company, LLC” or
“Smith Construction, a Limited Liability
Company”).
If the LLC is a registered foreign (formed outside of California)
LLC, do not file this Form LLC-3; file the Certificate of Cancellation
(Form LLC-4/7) t
o terminate registration in California.
LLC-3 Instructions (REV 08/2019)
20
19 California Secretary of State
bizfile.sos.ca.gov
2. 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 provided by the Secretary of State
above the file stamp at the top of the LLC’s registration
document filed with the California Secretary of State.
To ensure you have the correct file number and exact name of
the LLC, 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
searc
hing the Business Search, be sure to identify your LLC
correctly including the jurisdiction that matches your LLC.
3. You must check the appropriate box
(check one).
This Form LLC-3 is not required if the vote to dissolve was
made by ALL of the members, and that fact is stated on the
Certificate of Cancellation (Form LLC-4/7).
This Form LLC-3 puts all on notice that the LLC has elected to
wind up the business of the LLC and is in the process of paying
liabilities and distributing assets.
In order to terminate the LLC, the LLC also must file a
Certificate of Cancellation (Form LLC-4/7).
4. Form LLC-3 must be signed by the
managers, unless the LLC has had no
members for 90 consecutive days, in
which case the form must be signed by
the person(s) authorized to pay liabilities,
distribute assets and terminate the LLC.
If you need more space for signatures:
- 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 LLC-3 and attach the
extra page(s) to the completed Form LLC-3.
- All attachments are part of this document.
Multiple Form LLC-3s with different signatures will be returned
without being fileduse only one form.
If Form LLC-3 is signed by an entity, 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.
Example: If the LLC (“Smith LLC”) is the manager of the
canceling LLC, the signature of the person signing on behalf of
Smith LLC should be reflected as Joe Smith, Manager of Smith
LLC, Manager.
If Form LLC-3 is signed by a trust, the trustee should sign as
follows: _______________ , trustee for ________________ trust
(including the date of the trust, if applicable). Example: Mary
Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-1994),
Member.
Do not use a computer generated signature.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, if purchased, 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.
Retu
rn Receipt Requested: It is recommended for proof of submittal that if the Certificate of Dissolution (Form LLC-3) 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 17702.03, 17707.01,
17707.04, 17707.08.
LLC-3 Instructions (REV 08/2019)
20
19 California Secretary of State
bizfile.sos.ca.gov
Signature
LLC-3 (REV 08/2019)
20
19 California Secretary of State
bizfile.sos.ca.gov
Secretary of State
LLC-3
This Space For Office Use Only
Certificate of Dissolution
Limited Liability Company (LLC)
(California LLC ONLY)
IMPORTANT — Read Instructions before completing this form.
There is No Fee for filing a Certificate of Dissolution
Copy Fees – First page $1.00; each attachment page $0.50;
Certification Fee - $5.00 plus copy fees
1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State)
2. LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.)
3. Dissolution
(Check the applicable statement. This Form LLC-3 is not required when the vote to dissolve was made by all of the members
and that fact is noted on the Certificate of Cancellation (Form LLC-4/7).)
The dissolution of this LLC was caused by one of the following circumstances (check one):
The happening of an event as set forth in the Articles of Organization or in the LLC’s written Operating
Agreement.
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.
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 a membership interest, may
pass to the heirs, successors and assigns of the member by will or applicable law.
The entry of a decree of judicial dissolution pursuant to California Corporations Code section 17707.03.
The Certificate of Dissolution puts all on notice that the LLC has elected to wind up the business of the LLC and is
in the process of paying liabilities and distributing assets. In order to terminate the LLC, the LLC also must file a
Certificate of Cancellation (Form LLC-4/7).
4. Read and Sign Below (See instructions for signature requirements. Do not use a computer generated signature.)
By s
igning, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by
California law to sign.
________________________________________________________________ ______________________________________________
Signature Type or Print Name
________________________________________________________________ ______________________________________________
Type or Print Name
Clear Form
Print Form
Instructions for Completing the Certificate of Cancellation (Form LLC-4/7)
To terminate (cancel) a limited liability company (LLC), complete the Certificate of Cancellation (Form LLC-4/7). Before
submitting the completed form, you should consult with a private attorney for advice about your specific business needs.
Upon filing the Certificate of Cancellation (Form LLC-4/7), the LLC will be cancelled and the powers, rights and
privileges will cease in California.
The status of the LLC must be active on the records of the California Secretary of State in order to file
cancellation documents. The status of the LLC can be checked online on the Secretary of State's Business
Search at BusinessSearch.sos.ca.gov
.
Fees:
Filing
Fee: There is no fee for filing this Certificate of Cancellation (Form LLC-4/7).
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 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.
Cop
ies: 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®).
Proc
essing Times: For current processing times, go to www.sos.ca.gov/business/be/processi
ng-times.
If you are
not completing this form online, please type or legibly print in black or blue ink. Complete the Certificate of
Cancellation (Form LLC-4/7) as follows:
Item Instruction Tips
1.
Enter the name of the LLC exactly as it
appears on file with the California
Secretary of State, including the entity
ending (ex: “Jones & Company, LLC” or
“Smith Construction, a Limited Liability
Company”).
Some foreign LLCs may have registered using an alternate name.
2. 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 provided by the Secretary of State
above the file stamp at the top of the LLC’s registration
document filed with the California Secretary of State.
To ensure you have the correct file number and exact name of
the LLC, 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
s
earching the Business Search, be sure to identify your LLC
correctly including the jurisdiction that matches your LLC.
LLC-4/7 Instructions (REV 08/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
3.
For Cal
ifornia LLCs ONLY: Check the
box only if the vote to dissolve was made
by the vote of all the members.
If the dissolution was made by the vote of ALL the members of
the California LLC, check the box. The Certificate of Dissolution
(Form LLC-3) is not required.
If the box is not checked, a
Certificate of Dissolution
(Form LLC-3) must be filed prior to or together with this Form
LLC-4/7.
4. This statement should not be altered. To ensure that all tax requirements are satisfied, see the Final Tax
Returns section below.
5. This cancellation statement must not be
altered.
6.
For California LLCs: This Form LLC-
4/7 must be signed by the managers,
unless the LLC has had no members
for 90 consecutive days, in which case
the form must be signed by the
person(s) authorized to pay liabilities,
distribute assets and terminate the
LLC.
For registered foreign LLCs: This
Form LLC-4/7 must be signed by a
person authorized to do so under the
laws of the foreign jurisdiction.
If you need more space for signature:
- 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 LLC-4/7 and attach the
extra page(s) to the completed Form LLC-4/7.
- All attachments are part of this document.
Multiple Form LLC-4/7s with different signatures will be
returned without being fileduse only one form.
If Form LLC-4/7 is signed by an entity, 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 canceling LLC.
Example: If an LLC (“Smith LLC”) is the manager of the
canceling LLC, the signature of the person signing on behalf of
Smith LLC should be reflected as Joe Smith, Manager of Smith
LLC, Manager.
If Form LLC-4/7 is signed by a trust, the trustee should sign as
follows: _____________ , trustee for ______________ trust
(including the date of the trust, if applicable). Example: Mary
Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-1994),
Member.
Do not use a computer generated signature.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, if purchased, 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.
It is
recommended for proof of submittal that if the Certificate of Cancellation (Form LLC-4/7) 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 17707.08 (Calif
ornia
limited liability companies) or 17708.06 (registered foreign limited liability companies).
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 r
eturns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCs not
classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800 annual
tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB active and
continue to be subject to the $800 annual tax and/or fee.
For 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.).
LLC-4/7 Instructions (REV 08/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
LLC-4/7 (REV 08/2019)
2019 California Secretary of State
bizf
ile.sos.ca.gov
Secretary of State
LLC-4/7
This Space For Office Use Only
Certificate of Cancellation
Limited Liability Company (LLC)
IMPORTANT — Read Instructions before completing this form.
There is No Fee for filing a Certificate of Cancellation
Copy Fees – First page $1.00; each attachment page $0.50;
Certification Fee - $5.00 plus copy fees
1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State)
2. LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.)
3. Dissolution (California LLCs ONLY: Check the box if the vote to dissolve was made by the vote of ALL the members.)
The dissolution was made by a vote of ALL of the members of the California Limited Liability Company.
Note: If the above box is not checked, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with this
Certificate of Cancellation. (California Corporations Code section 17707.08(a).)
4. Tax Liability Statement (Do not alter the Tax Liability Statement.)
All final returns required under the California Revenue and Taxation Code have been or will be filed with the California
Franchise Tax Board.
5. Cancellation Statement (Do not alter the Cancellation Statement.)
Upon the effective date of this Certificate of Cancellation, the Limited Liability Company’s registration is cancelled and its
powers, rights and privileges will cease in California.
6. Read and Sign Below (See instructions for signature requirements. Do not use a computer generated signature.)
By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by
California law to sign.
________________________________________________________________ ________________________________________________
Signature Type or Print Name
________________________________________________________________ ________________________________________________
Signature Type or Print Name
________________________________________________________________ ________________________________________________
Signature Type or Print Name
Clear Form
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