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Closing a Business Entity

How do I dissolve, surrender, or cancel my business entity?

Business entities registered with the California Secretary of State (SOS) can dissolve, surrender, or cancel their businesses in California as follows.

  • Domestic corporations (those originally incorporated in California) may legally dissolve.
  • Foreign corporations (those originally incorporated outside California) may legally surrender.
  • Limited liability companies and partnerships (both domestic and foreign) may legally cancel.

Businesses dissolve, surrender, or cancel when they are ceasing operations in California and need to terminate their legal existence here.

Steps to dissolve, surrender, or cancel a business entity

  • File any delinquent tax returns.
  • File the final/current year tax return. On this tax return's first page, write FINAL at the top of the page and check the box labeled "Final Return."
    • Exception for a nonprofit tax-exempt church or tax-exempt corporation - It does not have to file a final return if its 3-year gross receipts average is under $25,000. But it must file a final return if it exceeds this average, if it's a private foundation, or if it has non-member or unrelated business income.
  • Pay all tax balances, including any penalties, fees, and interest.
  • File the appropriate dissolution, surrender, or cancellation form(s) with the SOS within 12 months of filing your business' final tax return. To get the correct forms, visit www.sos.ca.gov, or call the SOS at 916.657.5448.
  • Suspended or forfeited business - You must revive your business before you file dissolution, surrender, or cancellation forms with the SOS.
  • Public benefit and religious corporations, and mutual benefit corporations holding charitable assets - You must obtain a dissolution waiver from the Office of the Attorney General before filing dissolution forms with the SOS. For more information, visit www.ag.ca.gov/charities, or call the Office of the Attorney General Office at 916.445.2021.

If you need assistance, call us:

Business Phone
Business entities inside the U.S. 800.852.5711
Business entities outside the U.S. 916.845.6500
Tax-exempt corporations 916.845.4171

Tax Clearance Certificate - Requirement eliminated by AB 2341

Outstanding Liabilities

Dissolving, withdrawing, or canceling a business' legal status does not nullify its legal tax requirements or outstanding liabilities. The entity or its transferees remain liable for the business' tax debts. See personal responsibility for more information.

Additional information