California FTB | Secretary of State Forms | IRS – Closing a Company
| To Dissolve Company | CA More Info | Forms Steps to Dissolving Company 1. File Final Tax Return AND Pay All FTB Balances Due, if any a. Do before filing docs with secretary of state b. You can file dissolution docs with secretary of state before filing a final tax return; however, it is best to file final return and clear all issues with Franchise Tax Board (FTB) first. 2. If business suspended by FTB, you MUST revive business, pay amount due in full, then terminate with secretary of state. a. SOS will reject termination documents if FTB has suspended or forfeited entity. Must be in good standing for SOS to terminate. b. Before FTB will revive business, balances MUST be Paid In Full c. FTB – Revive Business Forms and mailing address Sample 3557 BC (Corporation), Sample 3557 LLC Note 1: “Application for Certificate of Revivor” at top of page. Put the list of documents that you are submitting to FTB. You can call FTB for documents needed to revive business. Typically, you need to send: (a) First 3 pages of tax return, (b) Copy of efile receipt (showing you efile return) OR copy of certified mail receipt (showing you mailed return), and (c) Copy of payment receipt. It is best to pay online so you get confirmation page. Otherwise, need copy of check or some receipt showing you paid. d. Revive online application – you can submit application online 3. If business suspended by Secretary of State, you must file statement of info, then terminate with secretary of state. Business must be in good standing before it can be dissolved. 4. File Dissolution Docs with Secretary or State — Form – Stock Corporation | all forms a. Do NOT send both ELEC STK and DISS STK. Send one or the other b. Send DISS STK when all shareholder vote to dissolve, even if only one person in company c. Send ELEC STK when at least 50% of shareholder voted to dissolve — LLC Termination Docs a. File both LLC-3 (Certificate of Dissolution) AND LLC-4/7 (Certificate of Cancellation) b. File LL-4/8 only if LLC existed for less than 12 months 4. continue… a. You have up to 12 months to terminate business after filing final return. a1. You can file with Secretary of State 12 months before or after filing a final return. However, I suggest filing the final return first, then file dissolution within 12 months after you file final return. a2. You can file with secretary of state at same time you file final return. However, I suggest filing the Final return first, then file dissolution within 12 months after you file final return. b. If business is not terminated within the 12 months, you must file tax return for another year, resolve any issues with FTB and SOS, and then file dissolution docs with secretary of state. 5. If Dissolution is rejected by Secretary of State, you must submit new document. a. SOS does not keep your documents on file to be used later b. SOS has to put a new termination date on document. Other States 1. Some states require you to file other terminating docs; check with each state |
| LLC with S-Corp Election | If Business is LLC that has elected to be taxed as S-Corp. You still use LLC Dissolution documents, NOT corporation dissolution. Even though you elected to be taxed as an S-Corporation, your legal entity structure remains a Limited Liability Company (LLC). An S-Corp election changes your tax classification with the IRS and the California Franchise Tax Board (FTB), but it does not change your foundational legal structure from an LLC into a stock corporation |
| Which Year Can You File Final Return Last Year to File Final Return | What is the cut-off period to file a final return – The last day to file a calendar year tax return is the extension deadline date. I.E., you have until the tax year extension deadline to file a final return. – If return is not filed by the extension deadline, you will have to file a return the following year. Example: Corporation For tax year 2024, you have until November 17, 2025 to file a Final 2024 tax return. You have until the 17th, because 15th falls on a Saturday. – If return is not filed by November 17, 2025, you will have to file a 2025 tax return in 2026, and make 2025 the final tax year. See 1. FTB Business Return Due Dates 2. Extension to File Dates; extension does not apply if your business is suspended a. Form 100, automatic 7 month extension b. Form 100S, automatic 6 month extension c. Business that is not a corporation (ex LLC), automatic 7 month extension d. Form 540 (personal), automatic 6 month extension |
| If Business Suspended | Must go through Revivor process to put business in good standing before it can be dissolved FTB Info 1. Corporations and Banks – submit FTB 3557 BC (see sample) 2. LLC – submit FTB 3557 LLC (see sample) 3. Tax Exempt Corporations – submit FTB 3557 E Note: “Application for Certificate of Revivor” at top of page. Put the list of documents that you are submitting to FTB. You can call FTB for documents needed to revive business. Typically, you need to send: 1. First 3 pages of tax return 2. Copy of efile receipt (showing you efile return) OR copy of certified mail receipt (showing you mailed return) 3. Copy of payment receipt. It is best to pay online so you get confirmation page. Otherwise, need copy of check or some receipt showing you paid. |
| Mailing Addresses | FORM: ELEC STK – Mailing Address — STOCK CORPORATION Secretary of State Document Filing Support Unit 1500 11th Street Sacramento, CA 95814 NOTE: DON’T NEED 3RD FLOOR ON ADDRESS FORM: LLC-3 – Mailing Address — LLC Secretary of State Document Filing Support Unit PO Box 944228 Sacramento, CA 94244-2280 |
| Voluntary Administrative Dissolution | FTB – More Info FTB: 916-845-7700 – Initiated by the business owner to resolve unpaid taxes and penalties for inactive entities. – A business owner applies to the Franchise Tax Board (FTB) for a voluntary administrative dissolution to get unpaid taxes forgiven, while a true dissolution involves closing the business legally. 1. LLC file form 3716 PC 2. Corporation file form 3715 PC |
| More Info | More Info |
| Nonprofit Dissolve | Info – Attorney General Process 1. Majority of Board MUST Approved to Dissolve 2. Confirm Nonprofit in good standing with: a. Attorney General’s Registry of Charities and Fundraisers, b. Franchise Tax Board c. Secretary of State 3. File Document with Secretary of State: a. Form ELEC NP (Nonprofit Certificate of Election to Wind Up and Dissolve). b. Get copy of accepted document from Secretary of State. You will need to send this document to attorney general. 4. Submit the following Documents to Attorney General’s Registry of Charities and Fundraisers; takes minimum one month to process a. A cover letter/request for dissolution review and waiver. b. A copy of the filed Secretary of State form ELEC NP. c. Information showing how all remaining assets will be distributed, including the recipient organizations. d. Financial statements or reports showing assets, liabilities, and the proposed disposition of assets. Options: d1. If never had assets complete: dissolution-cert-650d.pdf d2. If had assets but revenue never exceeded $25,000 for past ten years complete: dissolution-cert-650c.pdf e. Copies of the Articles of Incorporation if not already on file with the Registry. Note: If articles previously submitted, you do not have to send again f. Documentation of any restrictions on assets (restricted funds, donor-restricted gifts, etc.). g. If there are no assets remaining, a statement confirming that fact. FAQ: If we never had charitable assets, do we still need to include financial documentation as part of the dissolution package submitted to the Registry of Charities and Fundraisers? Yes. You must provide at least an income/expense financial statement or balance sheet showing a decrease in assets to a zero-dollar balance. If there never were assets, provide a $0.00 balance to reflect this. 5. Attorney General to provide written confirmation for dissolution. Letter will be either: (a) waiver of objections to dissolution concerning distribution of assets or (b) written confirmation that there are no assets 6. Finalize Dissolution with Secretary of State. File with Secretary of State: a. Form DISS NP (Nonprofit Certificate of Dissolution) – $0 filing fee AND Letter from Attorney General b. Note: Secretary of State will not accept the Certificate of Dissolution without the Attorney General’s waiver of objections letter. 7. Finalize Dissolution with Attorney General a. Submit to Attorney General’s Registry of Charities, a copy of the California Secretary of State’s office date stamp endorsed Certificate of Dissolution Attorney General will update registry 8. File Final Tax Return |