Purpose of Dissolution Filings
Formal guide and process to cancel the certificate of registration of an LLC or Partnership. The Certificate of Cancellation is the final document filed with the Secretary of State (e.g., in California or Delaware) to complete the winding-up process and officially dissolve the entity.
Mandatory Compliance Roadmap
Understanding the Certificate of Cancellation
A Certificate of Cancellation is the final legal document filed with the Secretary of State to completely dissolve a Limited Liability Company (LLC) or Partnership in certain jurisdictions (such as California or Delaware). In some states, this is a separate second step after filing a Certificate of Dissolution, while in others, it is the sole filing required to cancel the entity's existence.
When is a Certificate of Cancellation Filed?
- Two-Step States (e.g., California): You first file a Certificate of Dissolution (Form LLC-3) to declare your intent to close. After winding up all business affairs, paying off debts, and distributing remaining assets, you file the Certificate of Cancellation (Form LLC-4/7) to finalize the closure.
- One-Step States (e.g., Delaware): A Certificate of Cancellation is filed directly to terminate the LLC once the members have agreed to dissolve and the affairs are wound up.
- Foreign Entities: If you are registered as a foreign entity (doing business in a state other than where you formed), you must file a Certificate of Cancellation or Withdrawal to cancel your authority to do business in that secondary state.
Steps to Complete the Cancellation Process:
- Resolve and Vote: Ensure that all members or partners have formally voted and approved the cancellation of the entity's registration.
- Settle and Clear Tax Liabilities: File final tax returns and ensure that the Franchise Tax Board or Department of Revenue has cleared the entity of all tax liabilities. In Delaware, you must pay all franchise taxes up to the date of cancellation before filing.
- Prepare and File the Form: Complete the state's specific Certificate of Cancellation form, indicating the entity name, registration number, and the effective date of cancellation.
- Pay the Filing Fee: Remit the state's transaction fee. Filing fees vary widely by state (e.g., California LLC cancellation has no filing fee, while Delaware LLC cancellation has a $200 fee).
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What happens if I do nothing?
The state will assess late fees and back-taxes. Even inactive companies accumulate mandatory franchise fees until the official dissolution form is accepted.
Submission Execution
This file supports processing routes via: Online Portal, Mail, or In-Person.