How to Shut Down a Business in California
Complete guide to dissolving your business entity with the California Secretary of State.
Quick Answer
To dissolve a business in California, file Certificate of Cancellation with the California Secretary of State. The LLC filing fee is $— and corporation fee is $—. California requires tax clearance from the California Franchise Tax Board before dissolution. Standard processing takes 5-10 business days.
Quick Facts
| Filing Agency | California Secretary of State |
| Website | https://www.sos.ca.gov |
| LLC Dissolution Fee | $— |
| Corporation Dissolution Fee | $— |
| Tax Clearance Required | Yes |
| Processing Time | 5-10 business days |
| Online Filing | Yes |
| Phone | (916) 657-5448 |
LLC Dissolution in California
Steps to Dissolve an LLC
- 1 Vote to dissolve per operating agreement or unanimous vote of members
- 2 If not unanimous, file Certificate of Dissolution (Form LLC-3) first
- 3 Wind up business affairs and settle debts
- 4 File final tax return (Form 568) with Franchise Tax Board
- 5 Obtain Certificate of Tax Clearance from Franchise Tax Board if needed
- 6 File Certificate of Cancellation (Form LLC-4/7) with Secretary of State within 12 months of filing final tax return
- 7 No filing fee required
Corporation Dissolution in California
Steps to Dissolve a Corporation
- 1 Board of directors adopts resolution recommending dissolution
- 2 Shareholders approve dissolution by majority vote
- 3 Wind up business affairs, notify creditors, and settle debts
- 4 File final tax returns with Franchise Tax Board
- 5 Obtain Certificate of Tax Clearance from Franchise Tax Board
- 6 File Certificate of Dissolution (Form DISS STK) with Secretary of State within 12 months of filing final tax return
- 7 No filing fee required
Tax Requirements
Tax Agency: California Franchise Tax Board
Phone: (800) 852-5711
Certificate of Tax Clearance from FTB is required before or concurrent with dissolution filing. File all delinquent tax returns and pay all balances including penalties, fees, and interest. LLCs must pay the $800 annual tax until cancellation is filed with SoS. Dissolution forms must be filed with SoS within 12 months of filing the final tax return.
Additional Requirements
Contact Information
Agency: California Secretary of State
Address: 1500 11th Street, 3rd Floor, Sacramento, CA 95814
Phone: (916) 657-5448
Website: https://www.sos.ca.gov
Online Portal: https://bizfileonline.sos.ca.gov
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This guide is for informational purposes only and does not constitute legal advice. Information is sourced from official state websites and was last verified in 2026. Always confirm current requirements directly with the California Secretary of State. Consult an attorney for advice specific to your situation.