California Corporation Dissolution Filing Tips
What are the benefits of having your company file my document vs. sending the documents directly to the Secretary of State? Presenting the documents in person allows the paperwork to be processed in 7-10 business days. 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 minimum tax payment before your entity can be dissolved.
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 who 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 then press 4, then 0. Sometimes the State phone line is busy and 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.
SunDoc 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.