Voluntary administrative dissolution/cancelation

Beginning January 1, 2019, a qualified domestic corporation or qualified domestic limited liability company can request for voluntary administrative dissolution/cancelation.

Overview

With a written request, the business entity must certify it:

  • Is not actively engaging in any transaction for the purpose of financial or monetary gain or profit
  • Has stopped doing business or never did business
  • Does not have any remaining assets

Once the Secretary of State (SOS) formally dissolves or cancels the entity, we may abate:

  • Unpaid qualified taxes
  • Interests
  • Fees
  • Penalties

A Voluntary Administrative Dissolution/Cancelation does not forgive the entity's delinquent taxes and penalties owed from before the entity stopped doing business.

How to qualify

The entity qualifies if it:

  • Is a domestic corporation or domestic LLC registered for more than 12 months with the SOS
  • Is not actively engaging in any transaction for the purpose of financial or monetary gain or profit
  • Has stopped doing business or never did business
  • Has no assets

The entity can request a voluntary administrative dissolution/cancelation if the entity is:

  • Active
  • Suspended
  • Dissolved
  • Canceled

If the entity is active, file a Certificate of Dissolution or Certificate of Cancelation with the Secretary of State (SOS) to dissolve/cancel the business.

How to apply

Applying for this program will not legally terminate the entity. The entity is still required to submit dissolution/cancelation paperwork to the Secretary of State to close the business.

Domestic Corporations file:

Domestic Corporation Request for Voluntary Administrative Dissolution (FTB 3715 PC)

Domestic LLCs file:

Domestic Limited Liability Company Request for Voluntary Administrative Cancelation (FTB 3716 PC)

Mail or fax the form to the address or fax number below.

Mail
Business Entity Correspondence
Franchise Tax Board
PO Box 942857
Sacramento CA 94257-4040
Fax
916-855-5519

If writing to us, include the entity’s SOS number or federal employer identification number (FEIN), along with the name, address, and phone number of an authorized person whom we may contact for additional information about the entity.

What happens after the entity applies

When we receive the entity's completed form, we will review the request and contact the authorized representative or business contact.

We verify if:

  • All tax returns have been filed up to the date the entity stopped doing business
  • All taxes, penalties, and interest have been paid up to the date the entity stopped doing business
  • The entity has no assets such as:
    • Banks
    • Property
    • Licenses
    • Stocks

If the entity has not filed and paid the tax liability, including penalties and interest, up to the date the entity stopped doing business, the entity can still apply.

Penalty

We may impose a penalty equal to 50% of the total tax abated with interest if one or both apply:

  • The entity continues doing business
  • Has undisclosed assets

Contact us about voluntary administrative dissolution/cancelation

Phone
916-845-7700
Weekdays, 8 AM to 5 PM
Closed on state holidays.