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How To Dissolve a California Limited Liability Company (LLC) and Close Down Your Business

Prepared By: Melissa C. Marsh, Los Angeles Business And LLC Attorney
Written: March 2009 - Last Updated: September 2011

This article first describes why an inactive California limited liability company (LLC) should be dissolved and then explains how a California LLC is dissolved.

Every California limited liability company, whether or not actively engaged in business, is required to: (1) remit payment of the state's $800 annual minimum franchise tax; (2) file an annual Statement of Information with the Secretary of State; (3) file an annual tax return with the Franchise Tax Board; and in most cases (4) hold and document annual meetings of the members and/or managers. If a California limited liability company (LLC) is no longer being used, it is often desirable to wind up and dissolve the California LLC.

Let the Law Office Of Melissa C. Marsh assist you in closing down your California limited liability company (LLC). We can prepare your minutes to wind up and dissolve your California LLC, and prepare and file the LLC Certificate of Cancellation, and when necessary the Certificate of Dissolution for as little as $499 at least if all of the members are in accord. If your limited liability company is a foreign LLC (an LLC formed in any other state such as Nevada, Arizona, Delaware, etc., we can prepare and file the Certificate of Surrender for the same low fee.

By having your LLC dissolution documents prepared properly you lessen the likelihood that they will be rejected by the Secretary of State which can prolong the dissolution process by months. In addition, our office has your LLC dissolution documents hand delivered to the Secretary of State's Office, and in turn is typically able to complete the process in significantly less time. If you choose to prepare the documents yourself and mail them to the Secretary of State's office, the process can take up to 16 weeks, not including any delays for a rejected filing.

Either way, before the process is completed: (1) all back taxes must be paid; and (2) all Secretary of State filings must be up to date. A California limited liability company that is suspended cannot be dissolved until it is first revived. Although we can prepare your minutes to close down and dissolve your California LLC and the state required certificate of cancellation (and certificate of dissolution if required), we cannot file them with the California Secretary of State on behalf of a limited liability company that has been suspended by the California Franchise Tax Board pursuant to Revenue and Taxation Code Sections 23301, 23301.5 and 23775. See, My California Corporation Is Suspended (the same rules apply to California limited liability companies).

If you have any questions regarding this article, or how to dissolve your California entity, or convert it to a California corporation, please schedule a low cost 15 minute consultation. If, on the other hand, you would like to hire Ms. Marsh to dissolve your California LLC, or convert it to a California corporation, please call her at 818-849-5206, or Send us an Email.

© 2009 - 2011 Melissa C. Marsh. All Rights Reserved.

If you have additional questions, or need specific legal advice tailored to your specific needs, please schedule a low cost Telephone Consultation.
If you would like to inquire about my services, please call 818-849-5206.

Disclaimer: The information presented on this web site was prepared by Melissa C. Marsh for general informational purposes only and does not constitute legal advice. The information provided in my articles and alerts should not be relied upon, or used as a substitute for professional legal advice from an attorney you retain to advise or represent you. Your use of this Internet site does not create an attorney- client relationship. Transmission of this article is not intended to create, and receipt of it does not constitute, an attorney-client relationship. All uses of the contents of this site, other than personal uses, are prohibited. You may print or email a copy of any information posted on this web site for your own personal, non-commercial, use, but you may not publish any of the articles or posts on this web site without the Express Written Permission of Melissa C. Marsh.

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Located in Los Angeles, California, the Law Office of Melissa C. Marsh handles business law and corporation law matters as a lawyer for clients throughout Los Angeles including Burbank, Sherman Oaks, Studio City, Valley Village, North Hollywood, Woodland Hills, Hollywood, West LA as well as Riverside County, San Fernando, Ventura County, and Santa Clarita. Attorney Melissa C. Marsh has considerable experience handling business matters both nationally and internationally. We routinely assist our clients with incorporation, forming a California corporation, forming a California llc, partnership, annual minutes, shareholder meetings, director meetings, getting a taxpayer ID number (EIN), buying a business, selling a business, commercial lease review, employee disputes, independent contractors, construction, and personal matters such as preparing a will, living trust, power of attorney, health care directive, and more.