California LLC Reinstate After Cancellation Form

If a dissolved limited liability company that was previously registered in the State of California wants to continue its business operations in the state, this form needs to be completed and sent 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.

Corporations Code § 17357 2013 California Secretary of State LLC-8 (REV 01/2013)	 	www.sos.ca.gov/business	 	
LLC-8 Certificate of Continuation  
of a California Limited Liability Company (LLC)	 	
To revoke the filing of a Certificate of Dissolution (Form LLC-3) and 
continue the LLC, you can fill out this form, and submit for filing along with: 
– A $30 filing fee.  
– A separate, non-refundable $15 service fee also must be included, if 
you drop off the completed form or document.   
–  For information about expedited filing requests and current processing 
times, go to www.sos.ca.gov/business/be/service-options.htm.  
Any California LLC meeting one of the circumstances listed in Item 3 below 
is eligible to file this Certificate of Continuation as long as the LLC is active 
on the records of the California Secretary of State. The status of the LLC 
can be checked online at kepler.sos.ca.gov.   
Note:  Upon the filing of this form by the California Secretary of State, the 
Certificate of Dissolution shall be of no effect from the time it was filed.   	
 
 
 
 
 
 
 
This Space For Office Use Only 	
 	
LLC's File No.	 (issued by CA Secretary of State)	 	LLC's Exact Name	  (on file with CA Secretary of State)	 		 	
 	
 	 	
 	
 	
Reason for Filing 	(Check the applicable reason for the continuation of this LLC.  Only one box may be checked.) 	 	
 	The reason for filing this Certificate of Continuation for this LLC is: 	
 The business of this LLC is to be continued pursuant to a unanimous vote of the remaining 
 members. 
   The dissolution of this LLC was by vote of the members pursuant to California Corporations 
 Code section 17350(b) and each member who consented to the dissolution has agreed in 
  writing to revoke his or her vote in favor of or consent to the dissolution. 
  This LLC was not, in fact, dissolved. 
Read and sign below:  	
This form should be signed by an authorized person, i.e., manager.  Note:  If this form is 
signed by: (1) an attorney-in-fact, the signature should be followed by the words “Attorney-in-fact for (name of 
person);” (2) another entity, the person who signs on behalf of the other entity should note their name and 
position/title, the exact entity name and the other entity’s relation to this LLC. Example: If another LLC (“Smith LLC”) is 
the manager of this LLC, the signature of the person signing on behalf of Smith LLC should be reflected as Joe Smith, 
Manager of Smith LLC, Manager; and (3) a trust, the trustee should sign as follows: [name of trustee], trustee of the 
[name of trust] trust (including the date of the trust, if applicable).  Example: Mary Todd, trustee of the Lincoln Family 
Trust (U/T/A 5-1-2010). 	
 	   	  	 	Sign here  Print your name here   Your business title	 	
Make check/money order payable to: Secretary of State  
Upon filing, we will return one (1) uncertified copy of your filed 
document for free, and will certify the copy upon request and 
payment of a $5 certification fee. By Mail 
Secretary of State 
Business Entities, P.O. Box 944228  
Sacramento, CA 94244-2280 Drop-Off 
Secretary of State 
1500 11th Street, 3rd Floor  
Sacramento, CA 95814