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1 • 2009

How can I dissolve a California Corporation?

To dissolve a California corporation, the company must authorize the decession to dissolve, file with the Secretary of State, and satisfy the Franchise Tax Board. First, all of the Shareholders of the company must vote on the decision to dissolve. If all Shareholders agree to dissolve, the vote can be administered by written consent, pursuant to California Corporations Code Section 603 (a). Next, with regard to the Secretary of State, the corporation must file 1) a certificate of dissolution (Form DISS STK) and 2) an election to wind up and dissolve with the Secretary of State (Form ELEC STK). The election to wind up and dissolve is only necessary if the dissolution has not been agreed to by the unanimous consent of all outstanding shares. Finally, with regard to the Franchise Tax Board, the corporation must file a final return and pay all outstanding taxes.