► California Corporation Dissolution Package
*** Now Updated for 2020
$99 | Instant Download
Don’t get stuck paying another $800 to the California Franchise Tax Board for that business you are no longer using. Our dissolution forms offer a fast and convenient way to dissolve your California corporation without major hassle or big legal bills.
► What’s Included in Our Dissolution Package
- All of the documents you need to dissolve your corporation | View Sample
- Complete Instructions
- Cover Letter to CA Secretary of State (MS Word)
- Official CA Secretary of State Dissolution Forms (PDF)
- Professionally prepared by trained lawyers with over 15+ years of experience
- Professional grade
- Fast, easy, and affordable
► Who Can Use These Forms?
This dissolution package can be used by any type of corporation, including C Corporations, S Corporations, as well as Closely Held Corporations.
- C Corps
- S Corps
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- Download Now – $99
- Prepared by experience corporate / business attorneys
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► Other Resources
- California Secretary of State Forms
- California Secretary of State Fee Schedule
- California Franchise Tax Board FAQ on Dissolution
- IRS Business Closing Checklist
► Overview of Dissolution Process
Businesses dissolve for a variety of reasons. Sometimes, the business is about to be merged or consolidated with another entity. Other times, the owners of the business are moving on to other activities and maintaining the business on a going forward basis is no longer feasible.
If you are a California business owner who is seeking to dissolve your California business pursuant to help California’s dissolution laws, below is a checklist to help you get started:
Do All Owners Agree? The first step is to determine whether dissolution will be contested. Do all of the owners of the business agree to the dissolution? If yes, you can proceed to dissolve the business using standard board resolutions through unanimous consent. Otherwise, you will be required to follow the notice and special meeting procedures of your business to ensure that the vote taken on the dissolution is effective. Dissolution when a minority owners are opposed can be very risky, because if the assets are not distributed properly, the minority owners can assert legal claims alleging that they have not been treated fairly, that the majority in power have breached their fiduciary duties, and if engage in other unlawful conduct. We strongly recommend you obtain legal advice to assist you, if not everyone in your organization is agreeable to dissolving.
Pay Debts & Liabilities and Distribute Assets. Once the Company has elected to dissolve, the Company must then pay all of its debts and liabilities, to the extent its assets permit, and then if all debts/liabilities are paid and assets left over, then the assets must be distributed to those entitled to receive them.
Wind up and Dissolve. As the dissolution process continues, you will be winding up and concluding business activities.
Ready for Dissolution. Make sure all documents are signed and completed properly. Then, prepare to file the following documents with the Secretary of State:
- Signed and Dated Cover Letter
- Signed Certificate of Dissolution
- Check for Filing Fee (made payable to “California Secretary of State”)
You do NOT file the resolutions with the Secretary of State. These are for the business’s records only.
Calculate Your Filing Fees. You will need to submit payment along with the documents you will be filing with the CA Secretary of State. The fees will be:
- Certificate of Dissolution Filing Fee – $0
- Certified Copy – $6.00 for first page and $.50 per additional page
Special Handling fees apply if you are dropping the document off in person. See http://bpd.cdn.sos.ca.gov/corp/pdf/dissolutions/corp_stkdiss.pdf for more details.
Mail package to SOS. Using a cover letter, insert the correct amounts for the fees you are paying, include the documents in the step above, and mail everything to the CA Secretary of State. They do not accept faxes or emails. It must be either mailed or presented to them at the counter by messenger/hand-delivery. (Please note there are additional fees if you deliver them your package by hand).
CA Secretary of State
Document Filing Support Unit
1500 11th Street, 3rd Floor
Sacramento, CA 95814
Wait for Processing. That’s it! Once you provide the documents to the CA Secretary of State, simply wait for them to be processed, and a receipt and a file-stamped or certified copy of your documents will be provided to you. While you are waiting, think of the next great idea you will have to grow your business.
Tax Advice & Filings. Don’t forget to talk to your CPA about the right IRS forms you need to file. If you obtained an EIN, you will need to file forms with the IRS letting them know that your company is now dissolved. The IRS filing generally needs to be made within 30 days after the dissolution paperwork is filed with the CA Secretary of State. Check with your CPA to make sure you are in compliance with tax laws.
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► Getting Legal Help
AXIS Legal Counsel’s Business and Corporations Practice provides legal advice to numerous businesses with a wide range of business matters. Axis represent small, medium-sized, and large business clients with a wide variety of business and corporate law matters. We represent early-stage companies as well as established businesses on a wide variety of business law matters, ranging from contracts and transactions, intellectual property, labor/employment law, business financing, mergers and acquisitions, real estate, insurance, business succession planning, and general advice and counsel. For information on retaining AXIS Legal Counsel to represent your business in connection with any legal matter, contact firstname.lastname@example.org or call (213) 403-0100 for a confidential consultation.
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*** NOW UPDATED for 2020 ***
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