How to Dissolve a Corporation in California

Dissolving your California corporation requires specific filings with the Business Programs Division of the Secretary of State. The California Corporations Code lays out different paths for dissolution depending upon whether or not your shareholders vote unanimously to dissolve, as well as other criteria we’ll explore below. It’s important to understand precisely which filing you need to make.

Short Form Dissolution Certificate

The Short Form Dissolution Certificate (Form DSF STK) can be filed to dissolve a California corporation only if you can answer YES to all of the following statements:

• A) Was registered in California within the last 12 months
• B) Has no debts or other liabilities (except as provided in Item C)
• C) The tax liability will be satisfied on a taxes paid basis or the tax liability will be assumed
• D) All required California final tax returns have been or will be filed with the Franchise Tax Board
• E) No business has been conducted from the date of registration
• F) No shares have been issued, and if the corporation has received payments for shares from investors, those payments have been returned
• G) The corporation is dissolved
• H) The assets have been distributed or the corporation acquired no known assets

The Short Form is designed for corporations that have been formed but not really conducted any business. If you can answer YES to all of the above statements, then you can file the Short Form (Form DSF STK) and you do not need to submit any additional filings.

There is no fee for filing the Short Form Dissolution Certificate.

Unanimous Vote for Dissolution

If your shareholders vote unanimously to dissolve your California corporation, but you cannot answer YES to all of the above statements (A-H), then the form you need to file is the Certificate of Dissolution (Form DISS STK).

There is no fee for filing a Certificate of Dissolution.

Vote for Dissolution (Not Unanimous)

If the vote by your shareholders to dissolve your California corporation is not unanimous, and you cannot answer YES to all of the above statements (A-H), then you will need to file two documents:

• Certificate of Dissolution (Form DISS STK)
• Certificate of Election to Wind Up and Dissolve (Form ELEC STK)

There is no filing fee to submit these forms.

Final Tax Returns

No matter which forms you need to file, you must submit a Final Tax Return to the California Franchise Tax Board as required by the California Revenue and Taxation Code. This includes the minimum $800 annual franchise tax fee.

Filing Tips

• Forms must be submitted by mail or in person
• Be sure to correctly list your seven-digit File Corporate Number, which can be found above the file stamp at the top of your corporate registration document filed with the SOS
• If your shareholder vote was not unanimous, you must file Form ELEC STK before or together with Form DISS STK. Do not file it afterward
• The Mail Submission Cover Sheet is optional, but providing one will generally speed up processing
• If submitting filings in person, remember that you will be charged a $15 “counter fee”