How to close a California corporation or LLC

Dissolution, surrender or cancellation?

A corporation formed in California dissolves. A corporation formed elsewhere surrenders its right to transact business in California. An LLC cancels its California registration. The state uses these different names for different termination records.

The Franchise Tax Board's guide to dissolving, surrendering or canceling a business covers the tax side and the state termination requirement. A corporation formed elsewhere also has its existence under the other state's law to address separately.

Internal approval, winding up assets and debts, and filing with the state are separate parts of that process.

The Secretary of State instructions identify the statements and approvals required for each document. A licensed California attorney can address how ownership, debts and governing documents affect a particular company's winding up.

What does the Franchise Tax Board require?

The final return is one part of the tax record. The ordinary closure process also requires delinquent returns and payment of outstanding balances, including penalties and interest. The entity must stop doing business in California after its final taxable year.

The FTB closure guide explains how a return is marked final. That designation tells the tax agency which return is intended to be the last. The Secretary of State receives separate termination paperwork.

A company that stopped operating years ago can still have unfiled returns between its last filing and its final year. A closed bank account or expired business license leaves that tax history to be completed. Payments settle balances; returns account for the missing years.

Which state documents end the entity?

The Secretary of State lists certificates of dissolution and cancellation, along with the other termination documents, on its California corporation forms page and California LLC forms page. Each listing has instructions for the filing it covers.

Some terminations require a separate election or dissolution certificate. The form instructions and the facts certified in the filing determine which documents are required.

Since July 1, 2026, these terminations must be filed through bizfile Online with Full Access to the entity record. The current corporation and LLC forms pages state that requirement. A login opens the account; Full Access authorizes work on the specific entity.

When is a short form available?

Filing within 12 months of the original Articles is one condition for the domestic corporation and LLC short forms. The corporation short-form listing and LLC short-form listing link to the other required certifications.

For an LLC, the FTB's LLC booklet describes conditions involving debts, the final return, assets, whether business ever began, approval of cancellation and repayment of investor funds. An LLC that has stopped serving customers may still have assets or debts to address under those conditions.

The corporation short form has its own requirements. Ordinary termination documents remain separate from these limited short-form procedures.

When do later annual taxes stop?

The FTB gives three conditions for ending current and later minimum franchise or annual tax: a timely final return for the preceding taxable year, cessation of California business after that year ends, and the required Secretary of State documents filed within 12 months after the final return's filing date.

The 12-month period starts when the final return is filed. Relief also requires business activity to end after the final taxable year. Taxes already owed remain on the account. The FTB closure guide presents all three requirements together.

The California $800 tax guide covers the annual tax and corporate minimum tax. An open entity can still owe tax during a year with zero sales.

What if the entity is suspended?

An FTB-suspended or forfeited entity generally needs revival before the Secretary of State can accept ordinary termination documents. Missing returns, outstanding balances and a revival application are part of that work under the FTB revival instructions.

We see this often: a business that shut its doors years ago but still sits on the Secretary of State record as suspended, with an open tax account behind it. The suspension guide separates Secretary of State suspension, FTB suspension and suspension by both. A current Statement of Information addresses the state filing, while tax revival has its own requirements.

What is voluntary administrative dissolution or cancellation?

The FTB's voluntary administrative relief program covers eligible domestic corporations and LLCs registered for more than 12 months. The entity must have stopped or never started business, have no assets and not be actively conducting transactions for profit.

The agency reviews each request. It may abate qualifying taxes and related charges. Delinquent taxes and penalties from the period before the entity stopped doing business remain outside that relief.

An application starts the relief review. Secretary of State closure paperwork is still required to legally terminate the entity. The program covers active, suspended and already terminated entities under its conditions, separately from the ordinary revive-then-close process.

Is there a state filing fee to close?

The Secretary of State lists the ordinary dissolution and cancellation filings described here with no filing fee on its corporation and LLC forms pages. Taxes, debts and private winding-up expenses remain separate from the charge for submitting a state document.

The Internal Revenue Service has a separate federal closing process. Its closing a business page covers final returns and related duties. California termination completes the state filing side; the federal records still need their own closing work.