California Plan of complete liquidation and dissolution
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How to fill out Plan Of Complete Liquidation And Dissolution?
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FAQ
To dissolve a corporation, California's default rules call for written consent by shareholders holding at least 50% of the voting power?the same minimum requirement if there was a vote at a meeting. However, the corporation's articles can require a higher voting percentage.
A plan of dissolution is a written description of how an entity intends to dissolve, or officially and formally close the business. A plan of dissolution will include a description of how any remaining assets and liabilities will be distributed.
To comply with corporation formalities, the board of directors should draft and approve the resolution to dissolve. Shareholders then vote on the director-approved resolution. Both actions should be documented and placed in the corporate record book.
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.
The completed form along with the applicable fees can be mailed to Secretary of State, Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, Sacramento, CA 95814.
IRC §331 provides rules for the tax treatment of shareholders receiving distributions in a complete liquidation of a corporation. In a complete liquidation, a corporation usually distributes all of its assets to the shareholders in exchange for all of its stock pursuant to a plan of a complete liquidation.
The completed form 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. If you are not completing this form online, please type or legibly print in black or blue ink.
The completed form can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to the Sacramento office.
