How to Cancel an Incorporation

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Hold a meeting with your corporation's shareholders to vote to dissolve the corporation before filing to cancel your incorporation.
Hold a meeting with your corporation's shareholders to vote to dissolve the corporation before filing to cancel your incorporation. (Image: Jupiterimages/BananaStock/Getty Images)

When you incorporated your business, you filed Articles of Incorporation. Now, if you're thinking of canceling the incorporate for your business, you must file another form; corporations must be legally dissolved to avoid legal repercussions. The correct form must be completed and filed based on the type of corporation you have and the conditions under which it is being filed. Nonprofit and foreign corporations have different forms and procedures.

Cancel Stock Corporation

Identify if your corporation meets these requirements: 1) Form LLC-4/8 is being filed within twelve (12) months from the date the Articles of Organization were filed with the Secretary of State; 2) The domestic LLC has no debts or other liabilities (other than tax liability); 3) The known assets have been distributed to the persons entitled thereto or no known assets have been acquired; 4) The final tax return or a final annual tax return has been or will be filed with the Franchise Tax Board; 5) The domestic LLC has not conducted any business from the time of the filing of the Articles of Organization; 6) A majority of the managers or members, or if there are no managers or members, the person or a majority of the persons who signed the Articles of Organization, voted to dissolve the domestic LLC; and 7) If the domestic LLC received payments for interests from investors, those payments have been returned to those investors.

If your corporation does, complete a Short Form Certificate of Dissolution (Form DSF STK) and skip to step 4. If it does not, continue with step 2.

Hold a vote with all the outstanding shareholders to elect to dissolve the corporation.

Complete Certificate of Dissolution (Form DISS STK) if all shareholders agree or file a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) and a Certificate of Dissolution (Form DISS STK) if they do not all elect to dissolve. These forms can be found on your Secretary of State's website. Find it here: http://www.statelocalgov.net/50states-secretary-state.cfm

File your certificate via mail or in person at the location provided on your form. There are no filing fees.

Cancel Non-Profit Corporation

Hold a vote with all the outstanding shareholders to elect to dissolve the corporation.

Complete Certificate of Dissolution (Form DISS STK) if all shareholders agree or file a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) AND a Certificate of Dissolution (Form DISS STK) if they do not all elect to dissolve. These forms can be found on your Secretary of State's website. Find it here: http://www.statelocalgov.net/50states-secretary-state.cfm

Have your Attorney General draft a letter that either waives any objections to the distribution of the corporation's assets or states that the corporation has no assets to distribute.

File your certificate via mail or in person at the location provided on your form. There are no filing fees.

Cancel Foreign Corporation

Identify you corporation as "foreign" based on its registered address.

Complete a Certificate of Surrender of Right to Transact Intrastate Business (Form SURRENDER-CORPORATION) This form can be found on your Secretary of State's website. Find it here: http://www.statelocalgov.net/50states-secretary-state.cfm

File your certificate via mail or in person at the location provided on your form. There are no filing fees.

Tips & Warnings

  • Contact your corporation's legal counsel before you submit your documents to cancel your incorporation to ensure all issues have been considered and addressed appropriately.
  • Corporation documents my be returned for correction without being filed because of name issues, errors, omissions or misstatements.
  • Although no filing fees are associated with canceling incorporation, a handling fee of $15 may apply for documents filed in person.

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