California LLC Cancellation Form

30 Jun, 2017 california, LLC, Secretary of State 0

If a limited liability company that is registered in the State of California wants to terminate its registration in the State, the following form has to be used. Complete the form and submit it to the Secretary of State’s office along with any necessary filing fees.

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SB 1532 - Business Entities Filings (Rev. 11/21/2012)

Changes to California Business Entity Filings effective January 1, 2013

As of January 1, 2013, new legal requirements apply to business entity documents filed with the
California Secretary of State’s office.

Entity and Agent Addresses

All formation/registration documents must include the business entity street address and mailing
address.

All foreign corporation and foreign limited liability company registration documents must
include the street address of the principal business office address in California, if one exists.

All documents listing an individual person as an agent for service of process must include the
agent’s California street address. All corporate agents filing a certificate pursuant to California
Corporations Code section 1505 must include the California street address where process may be
served. A post office box address for an agent for service of process will not be accepted on any
document.

Future File Date Requests

All future file date requests for corporation and limited liability company documents must be
included within the document submitted or as an attachment to be made part of the filed
document.

Corporation and limited liability company documents received before January 1, 2013, with a
future file date on or after January 1, 2013, must comply with the entity and agent addresses
requirements listed above. This information may be included in an attachment as part of the filed
document.

Copy Requests

The Secretary of State will no longer endorse and certify customer-provided copies. However, a
customer who submits documents with a filing fee of $25.00 or more will receive one (1)
uncertified copy of the documents for free and, at the time of filing, the free copy may be
certified for a $5.00 certification fee. Customers requesting additional copies will be charged
$1.00 for the first page and $0.50 for each additional page. Each certified copy requires an
additional $5.00 certification fee.

Note: While domestic stock and foreign corporations are required to pay a total of $25.00 when
filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00
disclosure fee. Therefore, customers requesting copies of a Statement of Information
(corporation or limited liability company) must include the copy fees described above.

LLC Diss/Canc Info (Rev. 01/2013) Page 1 of 1 California Secretary of State
www.sos.ca.gov/business/be
(916) 657-5448
Limited Liability Company
Cancellation Filing Requirements

To cancel the Articles of Organization of a domestic limited liability company (LLC), the
domestic LLC must file a Certificate of Dissolution (Form LLC-3) and Certificate of Cancellation
(Form LLC-4/7).
However, if all the members vote to dissolve, only Form LLC-4/7 is required.

To cancel the Application for Registration of a foreign (out of state or country) LLC, the foreign LLC
must file a Certificate of Cancellation (Form LLC-4/7).

Note: In lieu of the above-mentioned certificates, a domestic LLC can file a Short Form Certificate
of Cancellation (Form LLC-4/8) if the following requirements are met:

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.

Upon the filing of the Certificate of Cancellation (Form LLC-4/7) or Short Form Certificate of
Cancellation (Form LLC-4/8) by the Secretary of State, the Articles of Organization or Application
for Registration of the LLC will be cancelled and the powers, rights and privileges of the LLC will
cease in California.

Filing instructions along with the above-mentioned forms are enclosed. Completed forms can
be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento,
CA 94244-2280 or delivered in person to the Sacramento office, 1500 11th Street, 3rd Floor,
Sacramento, CA 95814. It is recommended for proof of submittal that if the document(s) are
mailed to the Secretary of State, they be sent by Certified Mail with Return Receipt Requested.

Statutory filing requirements are found in California Corporations Code sections 17350.5 and
17356 (domestic limited liability companies) and 17455 (registered foreign limited liability
companies).
Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814

Instructions for completing the Certificate of Dissolution (Form LLC-3)

Where to File: For easier completion, this form is available on the Secretary of State's website at
www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form
can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-
2280 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA
95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is
filed only in the Sacramento office

It is recommended for proof of submittal that if Form LLC-3 is mailed to the Secretary of State, it be sent by
Certified Mail with Return Receipt Requested.

Legal Authority: Statutory filing provisions are found in California Corporations Code section 17356. All
statutory references are to the California Corporations Code, unless otherwise stated.

 Form LLC-3 is required when the vote to dissolve was made by less than 100 percent of the members. To
complete the cancellation process the limited liability company (LLC) must also file a Certificate of
Cancellation (Form LLC-4/7) pursuant to Section 17356(b). Note: The Articles of Organization of the LLC will
not be cancelled until Form LLC-4/7 is filed.

 Form LLC-3 is not required when the vote to dissolve was made by 100 percent of the members and a
statement to that effect is indicated on Form LLC-4/7.

 It is recommended that legal counsel be consulted prior to submitting cancellation documents to ensure that
all issues are appropriately addressed.

Fees: There is no fee for filing Form LLC-3. However, a non-refundable $15.00 special handling fee is applicable
for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or
expedited filing of a document within a guaranteed time frame can be requested for an additional non-refundable
fee in lieu of the special handling fee. For detailed information about preclearance and expedited filing services,
go to www.sos.ca.gov/business/be/service-options.htm. The special handling fee or preclearance and expedited
filing services are not applicable to documents submitted by mail. Check(s) should be made payable to the
Secretary of State.

Copies: To get a copy of the filed document, include a separate request and payment for copy fees when the
document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified
copies, there is an additional $5.00 certification fee, per copy.

Complete Form LLC-3 as follows:
Item 1. Enter the file number issued by the California Secretary of State.
Item 2. Enter the name of the limited liability company exactly as it is of record with the California Secretary of
State, including the entity ending.

Item 3. Enter any other information the managers or members filing Form LLC-3 determine to include. Attach
additional pages, if necessary. If no other information is to be included, leave Item 3 blank and
proceed to Item 4.

Item 4. Form LLC-3 should be signed by an authorized person, i.e., manager.
 If Form LLC-3 is signed by an attorney-in-fact, the signature should be followed by the words
“Attorney-in-fact for (name of person).”

 If Form LLC-3 is signed by an entity, the person who signs on behalf of the entity should note their
name and position/title, the exact entity name and the entity’s relation to the dissolving limited
liability company. Example: If a limited liability company (“Smith LLC”) is the manager of the
dissolving limited liability company, the signature of the person signing on behalf of Smith LLC
should be reflected as Joe Smith, Manager of Smith LLC, Manager.

 If Form LLC-3 is signed by a trust, the trustee should sign as follows: ,
trustee for
trust (including the date of the trust, if applicable).
Example: Mary Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-94).

Item 5. Enter the name and the address of the person or firm to whom a copy of the filed document should be
returned.

LLC-3
State of California
Secretary of State

LIMITED LIABILITY COMPANY
CERTIFICATE OF DISSOLUTION

NOTE: The domestic limited liability company must also file a Certificate of Cancellation
(Form LLC-4/7) to complete the cancellation process.
There is no fee for filing a Certificate of Dissolution.

Signature of Authorized Person
Type or Print Name and Title of Authorized Person

4.
Signature of Authorized Person
Type or Print Name and Title of Authorized Person

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)
5. NAME



FIRM
ADDRESS
CITY/STATE/ZIP  

LLC-3 (REV 01/2013) APPROVED BY SECRETARY OF STATE

Instructions for Completing the Certificate of Cancellation (Form LLC-4/7)

Where to File: For easier completion, this form is available on the Secretary of State's website at
www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can be
mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered
in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not
completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office

It is recommended for proof of submittal that if Form LLC-4/7 is mailed to the Secretary of State, it be sent by Certified
Mail with Return Receipt Requested.

Legal Authority: Statutory filing provisions are found in California Corporations Code section 17356 (domestic limited
liability companies) or 17455 (registered foreign limited liability companies). All statutory references are to the California
Corporations Code, unless otherwise stated.

 Domestic LLC: Form LLC-4/7 must be filed after or together with a Certificate of Dissolution (Form LLC-3) pursuant to
Section 17356(a). However, if all the members vote to dissolve, only Form LLC-4/7 is required.

 Upon filing Form LLC-4/7, the LLC will be cancelled and the powers, rights and privileges will cease in California.
 It is recommended that legal counsel be consulted prior to submitting cancellation documents to ensure that all issues
are appropriately addressed.

Fees: There is no fee for filing Form LLC-4/7. However, a non-refundable $15.00 special handling fee is applicable for
processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of
a document within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of the
special handling fee. For detailed information about preclearance and expedited filing services, go to
www.sos.ca.gov/business/be/service-options.htm. The special handling fee or preclearance and expedited filing services
are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State.

Copies: To get a copy of the filed document, include a separate request and payment for copy fees when the document is
submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an
additional $5.00 certification fee, per copy.

Complete Form LLC-4/7 as follows:
Item 1. Enter the file number issued by the California Secretary of State.

Item 2. Enter the name of the limited liability company exactly as it is of record with the California Secretary of State,
including the entity ending.

Item 3. This statement should not be altered. For information regarding final tax returns, contact the Franchise Tax
Board at (800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.) or visit their website
at https://www.ftb.ca.gov.

Item 4. Domestic limited liability companies only - check the appropriate box. NOTE: If the dissolution was not made
by the vote of all the members, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with
Form LLC-4/7.

Item 5. Enter any other information the managers or members filing Form LLC-4/7 determine to include. Attach
additional pages, if necessary. If no other information is to be included, leave Item 5 blank and proceed to
Item 6.

Item 6. Form LLC-4/7 should be signed by an authorized person, i.e., manager.

 If Form LLC-4/7 is signed by an attorney-in-fact, the signature should be followed by the words “Attorney-in-
fact for (name of person).”
 If Form LLC-4/7 is signed by an entity, the person who signs on behalf of the entity should note their name
and position/title, the exact entity name and the entity’s relation to the canceling limited liability company.
Example: If a limited liability company (“Smith LLC”) is the manager of the canceling limited liability company,
the signature of the person signing on behalf of Smith LLC should be reflected as Joe Smith, Manager of
Smith LLC, Manager.
 If Form LLC-4/7 is signed by a trust, the trustee should sign as follows: _________________, trustee for _________________________________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-94).

Item 7. Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.

LLC-4/7
State of California
Secretary of State

LIMITED LIABILITY COMPANY
CERTIFICATE OF CANCELLATION
There is no fee for filing a Certificate of Cancellation.

IMPORTANT – Read instructions before completing this form. This Space For Filing Use Only
FILE NUMBER ENTITY NAME (Enter the exact name of the limited liability company.)
1. Secretary of State File Number 2.
3

Name of Limited Liability Company
TAX LIABILITY (The following statement should not be altered.) 3. A final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, or a final annual tax return,
as described by Section 17947 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board,
as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.

DISSOLUTION (Domestic limited liability companies ONLY: Check the “YES” or “NO” box, as applicable. Note: If the “NO” box is checked, a Certificate
of Dissolution (Form LLC-3) pursuant to Corporations Code section 17356(a) must be filed prior to or together with this Certificate of Cancellation.) 4. The dissolution was made by a vote of all of the members.
YES

NO
ADDITIONAL INFORMATION (Enter any other information the managers or members filing the Certificate of Cancellation determine to include.
Attach additional pages, if necessary. Additional information set forth on attached pages, if any, is incorporated herein by this reference and made part of this
certificate. If no other information is to be included, leave Item 5 blank and proceed to Item 6.)
5.

EXECUTION I declare I am the person who executed this instrument, which execution is my act and deed.

Signature of Authorized Person
Dat e Type or Print Name and Title of Authorized Person

6.
Signature of Authorized Person
Dat e Type or Print Name and Title of Authorized Person

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)
7. NAME



FIRM
ADDRESS
CITY/STATE/ZIP  

LLC-4/7 (REV 01/2013) APPROVED BY SECRETARY OF STATE

Instructions for Completing the Short Form Certificate of Cancellation (Form LLC-4/8)

Where to File: For easier completion, this form is available on the Secretary of State's website at
www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can be mailed to
Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person (drop off) to
the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or
legibly print in black or blue ink. This form is filed only in the Sacramento office

It is recommended for proof of submittal that if Form LLC-4/8 is mailed to the Secretary of State, it be sent by Certified Mail with Return
Receipt Requested.

Legal Authority: Statutory filing provisions are found in California Corporations Code section 17350.5. All statutory references are to
the California Corporations Code, unless otherwise stated.


Form LLC-4/8 may be used to cancel the Articles of Organization of a domestic limited liability company if it is filed within twelve
(12) months from the date the Articles of Organization were filed with the Secretary of State, and if the limited liability company
meets the remaining criteria specified by Section 17350.5. Upon filing Form LLC-4/8, the limited liability company will be cancelled
and its powers, rights and privileges will cease. Note: A Certificate of Dissolution (Form LLC-3) is not required when filing
Form LLC-4/8.
 A domestic limited liability company that does not meet the requirements of Section 17350.5 is not eligible to file Form LLC-4/8.
To cancel the Articles of Organization the limited liability company must file Certificate of Dissolution (Form LLC-3) and a
Certificate of Cancellation (Form LLC-4/7). However, if all of the members vote to dissolve, only Form LLC-4/7 is required.
(Section 17356.)
A registered foreign (out of state or country) limited liability company is not eligible to file Form LLC-4/8. To cancel the Application
for Registration, the foreign limited liability company must file a Certificate of Cancellation (Form LLC-4/7). (Section 17455.)
 It is recommended that legal counsel be consulted prior to submitting cancellation documents to ensure that all issues are
appropriately addressed.

Fees: There is no fee for filing Form LLC-4/8. However, a non-refundable $15.00 special handling fee is applicable for processing
documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a document within a
guaranteed time frame can be requested for an additional non-refundable fee in lieu of the special handling fee. For detailed
information about preclearance and expedited filing services, go to www.sos.ca.gov/business/be/service-options.htm. The special
handling fee or preclearance and expedited filing services are not applicable to documents submitted by mail. Check(s) should be
made payable to the Secretary of State.

Copies: To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted.
Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification
fee, per copy.

Complete Form LLC-4/8 as follows:
Item 1. Enter the file number issued by the California Secretary of State. Item 2. Enter the name of the limited liability company exactly as it is of record with the California Secretary of State, including the
entity ending.
Item 3. These statements should not be altered. Note: If any of the statements are not applicable, Form LLC-4/8 may not be used
to cancel the Articles of Organization. For information regarding final tax returns, contact the Franchise Tax Board at
(800)
852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.) or visit their website at
https://www.ftb.ca.gov.
Item 4. Check the box next to the applicable statement. Only one box may be checked. Item 5. Check the box next to the applicable statement. Only one box may be checked. Item 6. Form LLC-4/8 must be signed and acknowledged by a majority of the members, or, if there are no members, by a majority
of the managers, if any. If there are no members or managers, Form LLC-4/8 must be signed and acknowledged by the
person or a majority of the persons who signed the Articles of Organization (i.e., organizer(s)). If additional signature space
is necessary, the acknowledged signature(s) may be made on an attachment to the certificate.
 If Form LLC-4/8 is signed by an attorney-in-fact, the signature should be followed by the words “Attorney-in-fact for
(name of person).”
 If Form LLC-4/8 is signed by an entity, the person who signs on behalf of the entity should note their name and
position/title, the exact entity name and the entity’s relation to the canceling limited liability company. Example: If a
limited liability company (“Smith LLC”) is the manager of the canceling limited liability company, the signature of the
person signing on behalf of Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Manager.
 If Form LLC-4/8 is signed by a trust, the trustee should sign as follows: ,
trustee for
trust (including the date of the trust, if applicable). Example: Mary
Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-94).
Item 7. Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.

LLC-4/8
State of California
Secretary of State

LIMITED LIABILITY COMPANY
SHORT FORM CERTIFICATE OF CANCELLATION
There is no fee for filing a Short Form Certificate of Cancellation.

IMPORTANT – Read instructions before completing this form. This Space For Filing Use Only
FILE NUMBER ENTITY NAME (Enter the exact name of the domestic limited liability company.) 1. Secretary of State File Number 2. Name of Limited Liability Company
REQUIRED STATEMENTS (The following statements should not be altered.) 3. a) This Short Form Certificate of Cancellation is being filed within twelve (12) months from the date the Articles of Organization
were filed with the Secretary of State;
b) The limited liability company does not have any debts or other liabilities, except as provided in Item 3(c); c) A final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, or a final annual tax return, as
described by Section 17947 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required
under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.
d) The limited liability company has not conducted any business from the time of the filing of the Articles of Organization; and e) Payments received by the limited liability company for interests from investors, if any, have been returned to those investors.
ASSETS (Check the applicable statement. Note: Only one box may be checked.)

The known assets of the limited liability company remaining after payment of, or adequately providing for, known debts and
liabilities have been distributed to the
persons entitled thereto.
4.

The limited liability company has acquired no known assets.
DISSOLUTION (Check the applicable statement. Note: Only one box may be checked.)

A majority of the members or managers of the limited liability company named in Item 2 has voted to dissolve the limited liability
company. The undersigned constitutes a majority of the members or a majority of the managers.

There are no members or managers. The sole person or a majority of the persons who signed the Articles of Organization of the
limited liability company named in Item 2 has voted to dissolve the limited liability company. The undersigned constitutes the sole
person or a majority of the persons who signed the Articles of Organization.

EXECUTION (If additional signature space is necessary, the acknowledged signature(s) may be made on an attachment to this certificate. Any
attachments to this certificate are incorporated herein by this reference.) I declare I am the person who executed this instrument, which execution is my act and deed.
Signature of Member, Manager or Organizer
Dat e Type or Print Name of Member, Manager or Organize r

Signature of Member, Manager or Organizer
Dat e Type or Print Name of Member, Manager or Organizer
Signature of Member, Manager or Organizer Dat e
6.
Type or Print Name of Member, Manager or Organizer

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)
7. NAME



FIRM
ADDRESS
CITY/STATE/ZIP  
LLC-4/8 (REV 01/2013) APPROVED BY SECRETARY OF STATE

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