How to Dissolve a California LLC

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Written by: David Reed
Read 7 minLast updated on

There are many reasons why a person might want to dissolve a California LLC. They may have started the company with friends but now want to move on to other things and want the company dissolved.

So, what steps can be taken to dissolve an LLC in California?

Dissolving an LLC in California is relatively simple and can be done in just a few steps. By taking the time to notify all members and file the necessary paperwork, business owners can dissolve their LLC without any issues. 

This article will cover the process step-by-step so that dissolving a California LLC is a breeze!

Dissolve an LLC in California in Simple Steps

When it is time to dissolve a California LLC, a few things need to be considered.

First, there'll be a need to notify all the members of the LLC and provide them with a copy of the dissolution agreement. 

The organization will also need to file an Articles of Dissolution with the California Secretary of State.

Here are the steps on how to close an llc in California in detail:

Step 1: Notify all members of the LLC

The first thing an entrepreneur will need to do when dissolving an LLC in California is to notify all members of the LLC of their intentions. This can be done via email, mail, or in person.

It is important to include a copy of the dissolution agreement so that all members are aware of the terms of the dissolution. 

Finally, all members must sign the dissolution agreement to be valid.

Step 2: File an Articles of Dissolution

After all, members have been notified; the next step is to file an Articles of Dissolution with the California Secretary of State.

This can be done online, by mail, or in person.

Be sure to include the following information in the LLC's Articles of Dissolution:

  • The name and address of the LLC
  • The date of dissolution
  • The signature of a majority of the members

Step 3: Pay Any Outstanding Debts and Taxes

The last step in dissolving an LLC is to pay any outstanding debts and taxes. This includes any money owed to vendors, suppliers, or the government. All active California LLCs must file an annual tax return, even if they have no activity for the year.

Once all debts and taxes have been paid, individuals will then be able to officially dissolve their California LLCs!

Step 4: Disposition of Assets

Finally, stakeholders must determine what should be done with the LLC's assets after dissolution. It's important to keep a record of what assets belong to which members of the LLC.

Step 5: Winding Up the Business

When it's certain that all necessary paperwork for dissolution has been sorted out, a business owner can go about winding up the company. First, they'll have to list out the names and addresses of the LLC members. 

Then mail a form to each member that states there have been no outstanding debts from business and therefore it should be dissolved.

If there are outstanding debts, the business owner must contact each member individually and make sure to send a copy of the form at this time.

The dissolution process is not that difficult; it just takes a little bit of time. It's best to talk this all out with an attorney before doing anything.


What should a business owner do about outstanding debts?

If there are any outstanding debts from an organization, they must contact any creditors and make arrangements for paying them back. 

This will help show that the owners are honest entrepreneurs running legitimate businesses. For example, if there was an outstanding debt with the gas company, they should be called up and paid retroactively when the LLC was formed.

How much does it cost to dissolve an LLC in California?

Entities can file a certificate of dissolution free of charge. However, processing papers brought in person at the Sacramento SOS office incurs a non-refundable $15 special handling charge. The SOS might take several weeks to complete a certificate. However, for an additional fee, expedited service is available.

What happens to the LLC after it's been dissolved?

After a company has been dissolved, they no longer have to file annual reports. The members can continue working for themselves if they want or can transfer ownership to another person.

Whatever they do, it's best to ensure that all the paperwork is up-to-date and all outstanding issues are taken care of.


Intended entities must follow these steps and ensure that everything is done correctly so that the company can be dissolved without any issues. 

No one wants to be in a position where they must dissolve their company due to outstanding debts, so it's best to avoid this as much as possible.

It is always best to contact a local attorney for advice for further questions about how to dissolve an LLC in California. Legal counsel can help ensure that everything is done legally and the proper steps are taken so that the dissolution process goes smoothly.

For more questions about dissolving a California LLC, do not hesitate to drop them in the comments.

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