California SOS Changes - New Short Form Certificate of Dissolution for Nonprofit Corporations

New Short Form Certificate of Dissolution for Nonprofit Corporations

 

 

Effective January 1, 2016, Chapter 363 (Statutes of 2015, Assembly Bill 557) adds new Sections 6610.5., 8610.5 and 9680.5 to the California Corporations Code, authorizing a California public benefit, mutual benefit or religious corporation to file a Short Form Certificate of Dissolution with the California Secretary of State if the corporation meets all of the following requirements: 

 

 

  • The Short Form Certificate of Dissolution is filed within 24 months from the date the Articles Incorporation were filed;
  • The corporation has no debts and liabilities (other than tax liability, or as provided in California Corporations Code section 6610.5(d), 8610.5(d) or 9680.5(d));
  • The tax liability will be satisfied on a taxes paid basis or the tax liability will be assumed;
  • The final tax return has been or will be filed with the Franchise Tax Board;
  • The corporation was created in error
  • The corporation has not issued memberships, and if the corporation has received payments for memberships, those payments have been returned to those making payments;
  • The majority of the directors (or incorporators, if directors were not named and none have been elected) authorized the dissolution and elected to dissolve the corporation; and
  • The assets have been distributed to the persons entitled thereto or no assets have been acquired.

 

A Short Form Certificate of Dissolution (Form DSF NP) has been created.  In addition, minor non- substantitive changes have been made to the existing Certificate of Election to Wind Up and Dissolve (Form ELEC NP) and Certificate of Dissolution (Form DISS NP).  The prior version of Form ELEC NP and Form DISS NP will remain acceptable for filing after December 31, 2015, but will no longer be available on our website after that date.

 

The new/revised forms are now available on our website at http://www.sos.ca.gov/business-programs/business-entities/forms/ and can be filed after December 31, 2015.  Note: An optional "Corporate Number" field has been added to the new/revised forms.   If known, the corporation can complete that information when filling out the form.

 

To see Assembly Bill 557, please feel free to view it on the California Legislative Information website at http://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=201520160AB557.