Sun Document Filings can file California corporation dissolution documents with the California Secretary of State on an expedited basis in Sacramento. Please prepare the state form and our order form and either fax or e-mail the documents to our office for fast filing. Please note that we do not prepare the cancellation/ dissolution documents for our clients. Instead, we provide the state forms (fill-in PDF files) and instructions below for your convenience. If you are dissolving your own corporation, your attorney or accountant can assist you in choosing the correct form(s) that apply to your corporation. Please read the following information about filing a corporation dissolution prior to calling as many of your questions will be answered below. We hope that our steps and tips will be of great assistance to you and your client. Our service fee is: $100.00 plus State fee of $15.00 (counter fee)  Total fees: $115.00. See order form for details.

Option 1: How old is the domestic California corporation? - If the corporation is less then one year old and has never issued shares or conducted any business, only complete a short form dissolution. (other restrictions apply; see form instructions).

If the corporation is older than a year OR does not qualify for a short form dissolution, choose a form(s) from the options below.

Option 2: If the corporation is over a year old and has issued shares of stock AND the election to dissolve was made by the vote of all the outstanding shares, complete the Certificate of Dissolution only.

Download Certificate of Dissolution form and Secretary of State instructions  and our order form (BOTH ARE FILL-IN FORMS) After the form is completed, fax or e-mail the state corporate dissolution form and our order form to our office. If you fax the document to us, we will fax back a receipt confirmation. If you e-mail the document, we will e-mail you back a receipt confirmation.

Option 4: If the corporation is a foreign corporation (a corporation that is formed in any state or country other than California), use form Certificate of Surrender the right to transact business in California.

Download Certificate of Surrender form and Secretary of State instructions (FILL-IN FORM) and our order form and send both documents to our office via fax or e-mail.

Please read more tips about completing the California corporate dissolution process by clicking here.

Step 2: Fax or e-mail the signed corporate dissolution document(s) and our order form to our office - Once you have prepared both forms, you will need to forward them to us for filing. Please fax a good quality of the document to 800-498-3611 or scan and e-mail the document to order@sundocumentfilings.com. If you fax the document to us, we will fax back a receipt confirmation. If you e-mail the document, we will e-mail you back a receipt confirmation. If we receive the fax or e-mail between 9:30am-5pm M-F, we will send a receipt within 2 hours or less. If you have not heard from us, please call us to verify transmission. Please make sure you are available via telephone after you fax the document. For fees, see Step 3.

Step 3: FEES

Our service fee is: $100.00 plus the State fee of $15.00 (counter fee)  Total fees: $115.00. Our fee includes: Providing the form for you to download, preparing the required state counter form to accompany your document(s), making required copies, write the required state check, filing your document in person in Sacramento (file dissolution certificate, file Election to wind up and dissolve certificate), picking up the filed document when the Secretary of State has finished processing it, obtaining two certified copies of your filing, faxing the document to you, and forwarding the two certified copies via regular mail. FedEx is available for an additional $25.00.

Our services fees are in addition to the Secretary of State's $15.00 per document counter fee. NOTE: Although the Secretary of State's office does not charge a  filing fee for any of the corporate dissolution forms, they do charge a $15.00 counter fee to file in person in Sacramento on an expedited basis. NOTE: Any document that is rejected by the California Secretary of State for any reason will require additional service fees (see order form for details) and state counter fee of $15.00. Please read Corporate dissolution filing tips to help avoid rejection.

Review Document Warranty can be purchased for an additional $50.00. Check option on order form. Warranty includes: Verifying that the following is present: signer's name, acceptable title, date, and signature. In addition, we will look for obvious errors such as checking an option that conflicts with another option. It includes checking the status of the corporation prior to filing. Corporations must be active prior to filing corporate dissolution documents. It also includes verifying the jurisdiction of the corporation to ensure the proper forms are being filed. It does not include: verifying the legal name, file number, amount of stock issued, or who the authorized signers (per the statement of information) are on the dissolution form. NOTE: We cannot review any document for legal errors as we are not comprised of attorneys.

What are the benefits of having your company file my document vs. sending the documents directly to the Secretary of State? To begin with, presenting the documents in person allows the paperwork to be processed in 7-10 business days (sometimes a little longer 10-14 business days if submitted after December 1st. due to increased volume). If for any reason your document is rejected, you will be notified immediately and will have a chance to correct the document and resubmit it within 72 hours to save your dissolution date. If you mail it in, it can take 8-10 weeks for your document to be processed. If it is rejected, you may not know until 2-3 months after you sent it to the Secretary of State for processing. Finding out that your document has been rejected after the new year begins means that you will have to pay another $800.00 minimum tax payment before your document can be dissolved. That is definitely a costly mistake!

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Corporate dissolution filing Tips:

NOTE: AS OF 09/2006, TAX CLEARANCE CERTIFICATES ARE NO LONGER REQUIRED FOR A CORPORATION OR ANY BUSINESS ENTITY.  READ ASSEMBLY BILL 2341 NOTICE

Attorneys that have further questions about short form dissolutions can consult Corporations Code Section 1900.5

Check corporate status - Verify that the corporation is active and in good standing. A corporation that is suspended cannot be dissolved until it is revived. You may contact the Secretary of State at 916-653-3365 to confirm the corporation's status. If the company is suspended, click here for corporate revival information.

Confirm Statement of Information is current - Verify that the corporation has a current Statement of Information on file with the California Secretary of State. All new corporations must file a Statement of Information within 90 days and then every year after that. If a Statement of Information is not current, a new one must be filed. Make sure that the director that is planning on signing the dissolution paperwork is listed on current Statement of Information as they must match. We can obtain a copy of a Statement of Information or file a current Statement of Information on an expedited basis for additional state and service fees if needed. You may call the Secretary of State at 916-653-3365 if you would like to obtain the information on your own.

Although Tax Clearance certificates are no longer needed, the corporation is required to file any outstanding and/or final returns with the California Franchise Tax Board. In addition, the corporation is required to pay any current or past due taxes. For further tax questions, please visit the Franchise Tax Board website at http://www.ftb.ca.gov/ or call them at 800-852-5711 for specific tax questions.

More Tips:  For questions about preparing the form, we suggest contacting the Secretary of State at 916-653-3365. Press 1 as it prompts you, then press 4, then 0. Sometimes the State phone line is busy as you will have to repeatedly call back.  We regret that we cannot assist or answer questions about completing the form as it can be construed as legal advice.

Other Dissolution information.

The voluntary dissolution of a domestic stock corporation is initiated by an election to dissolve. The election to dissolve may be made by the vote or written consent of at least fifty percent of the outstanding shares of the corporation, by the board of directors if no shares have been issued or in limited circumstances, by a majority of the incorporators if no directors were named in the original Articles of Incorporation and none have been elected. Following this election the corporation must file documents with the Secretary of State to formally dissolve the corporation. If a corporation fails to file dissolution documents with the Secretary of State, the corporation will still be required to file a yearly Statement of Information, pay the minimum Franchise Tax Board tax, and file a tax return because the Secretary of State still considers the corporation as active. Simply ceasing business operations does not qualify as a formal dissolution.

Upon the filing of the Certificate of Dissolution or Short Form Certificate of Dissolution by the Secretary of State, the corporation will be completely dissolved and its corporate existence will cease. In certain cases, the Election to Wind Up and Dissolve must also be filed in conjunction with the Certificate of Dissolution.

Sun Document filings cannot answer specific or hypothetical tax questions regarding your corporation. Please call the Franchise Tax Board about any and all tax questions or visit their website.

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NOTE: We hope you find our corporate dissolution steps useful and easy to follow. Nothing contained in our steps should be construed as giving legal or financial advice. Our intended audience is attorneys and accountants. Therefore, if you are not an attorney or accountant, you should contact an attorney or accountant for specific legal or tax questions regarding your corporation. Please be aware that the Franchise Tax Board and Secretary of State are government agencies and can change their fees/procedures/forms/turnaround times without notification. Although we do our best to update our steps and stay current, we shall not be held liable for any omissions or errors contained. We do not profess to be giving legal or financial advice to the general public as we are a typing and filing agency.