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To dissolve or cancel any existing entity - Corporation or LLC - follow our general steps listed below. SunDoc Filings makes it easy. Let us be your liaison with the Secretary of State.
- Verify Entity is in Good Standing If unsure we can help. Click here for status check.
- The following states require a Tax Clearance: Obtain a tax clearance if your entity is registered in the following states: Connecticut, Illinois, Kansas, Louisiana, Michigan, Missouri, Montana, New Mexico, New York, Ohio, Rhode Island, Tennessee, Texas, Washington, & West Virginia.
- Retrieve and complete the dissolution form from the state's web site.
- Upload form(s) to SunDoc Filings for prompt filing.
Dissolution or Cancellation Filing Tips
Check corporate status - If your entiy is not in good standing the state may reject your filing. A corporation that is suspended cannot be dissolved until it is revived. If the Annual Report is not current, a new one must be filed. If you need assistance, we can help you file a current Statement of Information.
For answers on how to prepare dissolution form, we suggest contacting the Secretary of State directly. We regret that we cannot assist or answer questions about completing the form as it can be construed as legal advice.
SunDoc Filings cannot answer specific or hypothetical tax questions regarding your corporation or limited liability company.
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What are the benefits of having SunDoc Filings file my document vs. sending the documents directly to the state?
Presenting the documents in person allows the paperwork to be processed in a week or two, depending on the state. 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 promptly 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 minimum tax payment if applicable in your state. For example, in California the minimum Franchise Tax is $800.
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. 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.