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How To Dissolve An LLC In California

by Mike Vestil

How To Dissolve An LLC In California

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Do you need guidance on how to dissolve an LLC in California?

Then you are in the right place.

Just a few months or years back, you weighed your options online by searching for the following topics:

“what is an LLC?”
"starting LLC in Texas”
“LLC taxes by state”
“creating an LLC in Florida”

You happily registered your business in California after your research, and you never thought you’d be back online so soon to Google terms like:

“dissolve LLC California”
“close LLC California” ”
“closing an LLC”

But for one reason or another, this is what it has come down to. It’s time to wind up operations and close your business. Maybe you’ve moved to another state. Perhaps you decided against launching the business. Or you found the going more demanding than you expected. It may be that your partners didn’t fulfill their end of the bargain.

Like starting an LLC in California, closing a business in The Golden State is a painstaking multi-state, multi-agency process.

In this short guide, you will get all the tips and steps on how to close an LLC in California.

Let’s jump straight in.

How To Close An LLC In California

When you launched your business, you had to learn how to start an LLC by following due process stipulated by the California Secretary of State. Now that it’s time to dissolve it, you must follow similar steps from the same office.

Here’s the procedure for closing an LLC in California in a nutshell.

Fill In The Submission Cover Sheet Form

Include your contact name and business entity information.

Fill In Form LLC3

It requires the following details:

Limited Liability Company Name.
LLC 12-Digit Entity Number as issued by the California Secretary Of State.
State the reason for the dissolution of LLC California.

You get four options:

The occurrence of an event as outlined in the Articles of Organization or 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 more significant 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 according to California Corporations Code section 17707.03.

You don’t have to file Form LLC-3 if 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 Certificate of Dissolution acts as an official notice that informs everyone that the LLC has decided to wind up the business of the LLC and is in the process of paying liabilities and distributing assets.

Next, to cancel LLC California, you also must file a Certificate of Cancellation (Form LLC-4/7).

File a Certificate Of Cancellation (Form LLC-4/7)

Include the following particulars in Form LLC-4/7.

Limited Liability Company Name as registered with the California Secretary of State.
LLC 12-Digit Entity (File) Number.
Confirm that the dissolution was made by a vote of ALL of the members of the California Limited Liability Company. If that’s not the case, you must also fill out a Certificate of Dissolution (Form LLC-3) and submit it with this Certificate of Cancellation.
Acknowledge that all final returns required under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax Board.
Admit that as soon as the Certificate of Cancellation becomes effective, the Limited Liability Company’s registration will be canceled, and the business’s powers, rights, and privileges will cease in California.

How To Cancel An LLC In California: How Long Does It Take?

So, how long does California LLC dissolution take?

The standard processing time for submissions to this office is approximately five business days from receipt. The Secretary of State California reviews all cancellation submissions according to the date and order they received them.

They prioritize online submissions. So if you are in a hurry to close up shop, you are better off submitting your LLC dissolution California application virtually.

How To Dissolve An LLC In California Online

Dissolving an LLC in California is faster when you do it online.

Here’s how to cancel LLC in California step-by-step:

Step 1: Go to the Bizfile Online California website and create an account if you don’t have one already.

Step 2: Log in to your account and connect your LLC to it by searching for your company name in the database.

Step 3: Check if your LLC is in good standing with government agencies like the California Secretary Of State and the Franchise Tax Board (FTB).

Typically, if you didn’t file your last tax return properly or aren’t up to date with the annual LLC tax, you will be in bad standing. So you won’t be able to proceed with the LLC dissolution California process until you’ve cleared up the issue.

Step 4: Navigate to your LLC section and click on File Amendment.

Step 5: Select the Termination form from the list of forms that emerge from the popup.

Step 6: Read all the dissolution statements that declare that you have followed due process in closing your California LLC.

Step 7: Sign the document and submit it.

You have three options when submitting the LLC California termination form:

Current Date: they review your LLC termination document and file it immediately.
Future File Date: they hold your LLC termination document and file it on the future date you specified.
Future Effective Date: they review and file your LLC termination document, but it’s not effective until the future date you specified arrives.

LLC Cancellation: How Much Does It Cost?

You may be concerned that dissolving an LLC in California will cost you an arm and a leg. You think it may cost you as much as the money you paid when you launched your business.

Thankfully, closing an LLC isn’t expensive.

How much does it cost? Nothing. There is no fee for filing a Certificate of Dissolution with the California Secretary Of State (SOS).

You only pay the $15 handling fee. That’s it.

While LLC cancellation is free, note that you still have to settle all debts incurred by your business. The dissolution of LLC in California doesn’t absolve you from your legal obligations.

Close LLC California: Summary

That, my friend, is how to dissolve an LLC in California.

Closing your business isn’t pleasant, but it may be necessary. Officially shutting down your LLC closes a chapter in your life and gives you a chance to start your next venture on a new page.

Significantly, it closes the loop and ties all loose legal ends that might lead to you being sued in the future if left unresolved.

So, if you’ve decided to pull the plug on your LLC, don’t delay.

Do it today!

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About the author

Mike Vestil

Mike Vestil is the author of the Lazy Man's Guide To Living The Good Life. He also has a YouTube channel with over 700,000 subscribers where he talks about personal development and personal finance.

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