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 filed – use 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
