How Do I Dissolve an LLC in California?
File a Certificate of Cancellation (Form LLC-4/7) with the California Secretary of State at no filing fee. Before filing, wind up your LLC's affairs by paying all debts, distributing remaining assets per your operating agreement, and filing final tax returns. You must obtain a tax clearance from the Franchise Tax Board. See Cal. Corp. Code §§ 17707.01–17707.06.
Step-by-Step Process
1. Wind Up Affairs
Pay all outstanding debts and obligations. Distribute remaining assets to members according to your operating agreement. Complete this before filing the cancellation form.
2. File Final Tax Returns
Submit your LLC's final federal and state tax returns. California requires a tax clearance from the Franchise Tax Board before dissolution is complete.
3. Obtain Tax Clearance
Contact the Franchise Tax Board to confirm all tax obligations are satisfied and obtain written clearance. You cannot proceed without this clearance.
4. File Certificate of Cancellation
Submit Form LLC-4/7 to the California Secretary of State. There is no filing fee. File online at https://bizfileonline.sos.ca.gov/ or by mail to:
California Secretary of State
1500 11th Street
Sacramento, CA 95814
Include your LLC name and SOS file number on the form.
Key Requirements
Tax Clearance is Mandatory
The Franchise Tax Board must issue a tax clearance before your dissolution is complete. This confirms the LLC has no outstanding tax obligations. File your final return and request clearance before submitting your Certificate of Cancellation.
Winding Up Obligations
Settle all debts and liabilities before filing. Distribute remaining assets according to your operating agreement. Incomplete wind-up can expose members to personal liability for claims after dissolution.
Effective Date
Your LLC is officially dissolved upon SOS filing. However, the LLC remains liable for debts incurred before cancellation. Verify dissolution status at https://bizfileonline.sos.ca.gov/search/business.
Contact Information
California Secretary of State: (916) 657-5448
Website: https://www.sos.ca.gov/
For tax clearance questions, contact the California Franchise Tax Board directly.
This is general information, not legal advice.