To dissolve a California LLC, you must follow these steps:
- File a Certificate of Cancellation with the California Secretary of State. This form is available on the Secretary of State's website and must be completed and signed by all members or managers of the LLC. There is a filing fee of $60.
- Pay all outstanding taxes and fees. Before the LLC can be dissolved, all taxes and fees owed to the state must be paid.
- Notify all creditors of the LLC's dissolution. The LLC must provide written notice to all creditors informing them of the dissolution. This notice must be sent by certified mail or served personally to each creditor. The LLC must also publish a notice of dissolution in a newspaper of general circulation in the county where the LLC's principal office is located. This notice must be published once a week for four weeks.
- Wind up the LLC's affairs. The LLC must settle all of its debts and obligations, including returning any remaining assets to the members according to their ownership interests.
- File a final tax return with the California Franchise Tax Board. The LLC must file a final tax return, even if it did not do business during the final year of operation.
It is important to note that once the Certificate of Cancellation is filed, the LLC no longer exists and cannot conduct any business. If the LLC has any pending legal or contractual obligations, those must be resolved prior to filing for dissolution.
If the LLC has any outstanding liabilities or obligations that cannot be paid, the members may be held personally liable. It is recommended that legal counsel be consulted before proceeding with dissolution to ensure all legal requirements are met and to minimize potential liability.
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