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To dissolve, the corporation must file a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) prior to or together with a Certificate of Dissolution (Form DISS STK). However, if the election to dissolve is made by the vote of all the outstanding shares, only the Certificate of Dissolution is required.
How do I dissolve a California corporation or LLC? Pay any owed fees, penalties, or California Franchise Tax payments to the California Franchise Tax Board. File the correct dissolution form with the California Secretary of State.
WHERE TO FILE: The Certificate of Surrender can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person to the Sacramento office. Certificates of Surrender are only filed in the Secretary of State's Sacramento office.
To dissolve a California corporation, submit the appropriate form(s) to the California Secretary of State (SOS) by mail or in person. The dissolution forms are available on the SOS website and can be filled in online then printed out. You may type on the forms or write in black or blue ink.
File the appropriate dissolution, surrender, or cancellation SOS form(s) within 12 months of filing your final tax return. Currently, LLCs can submit termination forms online. Online submission for Corporation and Partnership dissolution/cancellation forms is not available at this time.