How to dissolve an LLC in California

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, California's default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; California doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any fictitious business name filings, and close its bank accounts last.

Step 3: File final tax returns

No tax clearance is filed with the Secretary of State. The Franchise Tax Board charges the $800 annual tax and expects a return every year until the LLC cancels; it stops after a timely final Form 568, the $800 for that final year, no California business afterwards, and the Certificate of Cancellation filed within 12 months of the final return.

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

Step 4: File the Certificate of Cancellation with the California Secretary of State

What to file: Certificate of Dissolution (Form LLC-3), then Certificate of Cancellation (Form LLC-4/7); the LLC-3 can be skipped when all members voted to dissolve. Within 12 months of forming, an LLC that has done no business and has no debts can file the Short Form Cancellation Certificate (Form LLC-4/8) instead. Online only through bizfile Online since July 1, 2026, with Full Access to the entity.

File online, or open the form or its instructions.

Step 5: Keep the records

Keep the filed Certificate of Cancellation, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the California company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its recurring report isn't closed: California eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Certificate of Cancellation closes it on your terms and on the record. California's recurring filing, for reference: $20 every two years.

Sources

• Limited liability companies LLC california, sos.ca.gov
• LLC 3 4 7 (PDF), bpd.cdn.sos.ca.gov
• LLC 4 8 (PDF), bpd.cdn.sos.ca.gov
• ftb.ca.gov

Read from the California Secretary of State's own pages and forms on October 10, 2026.