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Prepared By: Melissa C. Marsh, Los Angeles Business Attorney
Written: March 2010 - Last Updated: June 2017

This article first describes why an inactive California corporation should be dissolved and then explains how to dissolve a California corporation.

Every California corporation, whether or not actively engaged in business, is required to:

1. Remit payment of the state's $800 annual minimum franchise tax;
2. Notice and hold the annual meeting of the shareholders to elect the directors of the corporation, and prepare minutes, or resolutions, for that annual meeting;
3. File an annual Statement of Information Of Officers and Directors with the Secretary of State and pay the annual $25 filing fee; and
4. File an annual state tax return with the Franchise Tax Board (even if the California corporation did not earn a penny).

Every California corporation must perform all four of the above actions annually, even if the corporation did not transact any business. It is therefore often desirable to wind up and dissolve (close down) an inactive California corporation.

Let us assist you in closing down your California corporation. We can: (1) prepare your minutes, or resolutions, documenting the corporation's intent to wind up and dissolve; and we can (2) prepare and file the appropriate documents with the Secretary of State for as little as $499 (if all of the shareholders are in accord). If your corporation is a foreign corporation (a corporation formed in any other state (e.g. Nevada, Arizona, Delaware, etc...), we can prepare and file the Certificate of Surrender for the same low price of $499 plus the state filing fees.

By having your corporate 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. To prevent any risk of loss and to expedite the process, we always have your corporate dissolution documents hand delivered to the Secretary of State's Office. When handled properly in this manner, we are typically able to prepare all of the paperwork and submit it for filing within 72 hours. If you choose to prepare the documents yourself and mail them to the Secretary of State's office, the process can take up to 3 months, not including any delays for a rejected filing.

Once the corporate minutes have been prepared and approved, and the Secretary of State has acknowledged a proper filing, the corporation can arrange to file its final tax return with the Franchise Tax Board. Once accepted, the dissolution process is complete.

It should be noted that a California corporation that is suspended cannot be dissolved until it is first revived. Although we can prepare your minutes to close down and dissolve your California corporation and the state required certificate of dissolution and/or certificate to wind up and dissolve, we cannot file them with the California Secretary of State on behalf of a corporation that has been suspended by either the Secretary of State, or the California Franchise Tax Board pursuant to Revenue and Taxation Code Sections 23301, 23301.5 and 23775. See, My California Corporation Is Suspended.

If you have any questions regarding this article, or how to dissolve your California corporation, or please schedule a low cost 15 telephone consultation. If after such a consult you retain Ms. Marsh to dissolve your California corporation, the $129 fee paid for the consult will be credited back toward the cost of the dissolution.

If, on the other hand, this article has answered your questions and you do in fact want Ms. Marsh to assist you with the dissolution of your California corporation, please call Melissa C. Marsh at 818-849-5206 or Send us an Email.

Update: Due to cutbacks instituted by the State of California, the processing time for dissolving a corporation or limited liability company has increased from 10 days to an average of 52 business days. We therefore strongly recommend that our clients remit payment of the California Secretary of State's expedite fee of $350 to ensure the timely processing of their documents within 3 business days.

Related Articles:

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• Closing Down a Business Without Declaring Bankruptcy
• A California Corporation Provides Asset Protection, But It Can Be Lost - Piercing the Corporate Veil

California business lawyer, Melissa C. Marsh, is based in Sherman Oaks and West Hollywood, and serves individuals and businesses throughout Los Angeles County, including: West Hollywood, Miracle Mile, Beverly Hills, Century City, Santa Monica, Burbank, North Hollywood, Valley Village, Toluca Lake, Studio City, Sherman Oaks, Van Nuys, Encino, and Woodland Hills.

© 2010 - 2017 Melissa C. Marsh. All Rights Reserved.