How to Close a California LLC

Obtain proof of mailing when mailing forms

Closing a Limited Liability Company (LLC) in California may be done once the LLC ceases operations in California, assuming that all income tax payments and filings have been made for the current and previous taxable years. Filing a form LLC-4/7 or LLC-4/8 and, if applicable, form LLC-3 with the California Secretary of State closes a California LLC. Download forms from the California Secretary of State website. In 2010 the California Secretary of State did not charge fee to file form LLC-4/7, LLC-3, or LLC-4/8.

Instructions

1. Determine if form LLC-4/8 is applicable. If the LLC is being closed within twelve months of when its Articles of Organization were filed with the California Secretary of State (SOS), has no debts or liabilities other than tax liabilities, has no assets, the majority of the people signing the Articles of Organization voted to close the LLC, and the LLC has not conducted business since filing the Articles of Organization, then form LLC- 4/8 is applicable.

2. Complete form LLC-4/8, if applicable, by filling in the name of your LLC, checking the box specifying the method utilized to dispose of assets, checking the box specifying the number of persons signing the Articles of Organization, filling in the return mailing address, and signing the form. Mail to the SOS.

3. Complete form LLC-4/7, if form LLC-4/8 is not applicable, by entering the name of the LLC, checking the box specifying if the dissolution was made by a vote of all members, signing the form, and entering the name and address of the person who should receive a copy of the final filed stamped documents. Mail to the SOS.

4. Complete form LLC-3, if form LLC-4/8 was not applicable and the dissolution of the LLC was not made by a unanimous vote of all members, by entering the name of the LLC, signing the form, and entering the name and address of the person who should receive a copy of the final stamped documents. Mail to the SOS.

Tips & Warnings

• Avoid the minimum LLC tax for the current and subsequent taxable year by filing your tax return by April of the current year, conducting no business after December 31 of the preceding year, and filing your certificate of cancellation or dissolution within twelve months of filing your final tax return.

• Write "Attorney-in-fact for (name of the person)" after the signature if forms are signed by a person's attorney.

• Write "trustee for (name of the person)" and the date of the trust after the signature if forms are signed by a trustee.

• Cancellation of the existing LLC is required if converting the existing LLC to another type of business entity.

• In 2010 there were no fees for filing these forms or receiving a certified copy of the filed forms, however there was a $15.00 special handling fee if the documents were delivered in person instead of mailed.

• Auditing of LLC records may occur after the LLC is closed, so retain all records.

References

• State of California Franchise Tax Board: Closing a Business Entity
• California Secretary of State: Forms, Samples and Fees

Resources

• State of California Franchise Tax Board
• State of California Secretary of State