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File a Corporate
Certificate of Dissolution
in Sacramento, California - Domestic Stock Corporation
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.
Step 1:
Determine which domestic California corporation dissolution form(s) to file.
All forms are in PDF fill-in format. Any form provided on our website can be viewed,
completed, and printed
from your computer using the most current version of the Adobe Reader (available
for free from
Adobe's Website). For foreign corporations,
click here.
_____________________________________________________________
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).
Download Corporation Short Form 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.
_____________________________________________________________________
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 3: If the corporation has
NOT issued any shares OR if the election to dissolve was NOT made by the vote of
all the outstanding shares, complete the form Certificate of Election to Wind up
an Dissolve AND Certificate of Dissolution.
Download both forms Certificate of Election to Wind up and Dissolve AND the
Certificate of Dissolution with 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.
Return to Step 2
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.
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