To dissolve a California LLC, you must file a Certificate of Cancellation with the California Secretary of State. This form requires the LLC name, the date of dissolution, the reason for dissolution, and the signatures of all members or an authorized officer. Additionally, all taxes, fees, and debts owed by the LLC must be paid before the Certificate of Cancellation can be filed.
The consequences of dissolving an LLC in California include the termination of the LLC's existence, the closure of its tax identification number, and the cessation of its business activities. The LLC's debts and liabilities will not be discharged by dissolution, and the LLC may still be sued for any outstanding legal claims up to four years after dissolution.
Additionally, if the LLC has any outstanding tax obligations, the California Franchise Tax Board may attempt to hold the members personally liable for those debts up to 20 years after dissolution.
It is important to note that certain limited liability protections may be lost if the LLC is dissolved improperly or without proper notification to creditors and other parties. Therefore, it is important to consult with an attorney to ensure proper dissolution procedures are followed and all creditors are properly notified.
In summary, to dissolve a California LLC, a Certificate of Cancellation must be filed with the Secretary of State, all taxes owed must be paid, and all creditors must be properly notified. Failure to properly dissolve an LLC may result in continued liability and exposure for its members.
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