How to Dissolve an LLC in California
To dissolve an LLC in California, file with the California Secretary of State: Certificate of Cancellation (LLC-4/7) - plus Certificate of Dissolution (LLC-3) if not all members voted. How you file: online via bizfile Online (fastest) or on paper. State filing fee: $0 (agency fee page, read Oct 29, 2026). Processing time: a few business days online.
Closing a California corporation, not an LLC? Corporations file different forms (DISS STK, and ELEC STK unless every shareholder voted). See how to dissolve a corporation in California.
| Filing agency | California Secretary of State ↗ |
|---|---|
| Form to file | Certificate of Cancellation (LLC-4/7) - plus Certificate of Dissolution (LLC-3) if not all members voted |
| State filing fee | $0 filing fee We read this on the agency's own fee page (2026-10-29) ↗ |
| How to file | Online via bizfile Online (fastest) or on paper |
| Processing time | A few business days online |
For comparison, the 15 state fees we have re-read on the agencies' own pages run from $0 to $220. Every state side by side: the LLC dissolution fees by state table.
Want a checklist for your LLC? Our free Dissolution Wizard asks four questions and builds your California checklist: the form, the order of the steps and the tax filings.
Rather not file the California paperwork yourself?
Paid link: we may earn a commission at no extra cost to you. It does not change the steps we recommend.
Bizee
Bizee is a business filing service that can handle the dissolution filing with California for you. Check what the order includes and the total price on Bizee's page before you pay. The tax, license and bank steps on this page still apply, and Bizee says it is not a law firm and does not give legal advice.
See Bizee's dissolution service ↗Paid linkLegalZoom
LegalZoom sells three dissolution packages that prepare the paperwork and file it with your state. Prices on LegalZoom's page on Oct 28, 2026, each plus state filing fees:
- Standard Dissolution, $299: Your Articles of Dissolution prepared and filed with your state, filing instructions and specialists for questions; an expedited option at checkout.
- Business Dissolution Manager, $799: Hands-on management, outstanding annual reports and reinstatements where required, a Secretary of State status evaluation, and unlimited phone and e-mail access.
- Business Dissolution Manager + Rush Filing, $899: The Business Dissolution Manager with rush filing.
Check the total at checkout before you pay.
See LegalZoom's dissolution packages ↗Paid linkWhat are the 7 steps to dissolve your California LLC?
- Vote to dissolveHold a member vote (or follow your operating agreement) and record the decision in writing. This is the legal trigger for winding up.
- Wind up the businessStop taking new business, finish existing obligations, collect receivables, and make a list of every asset and debt.
- Notify creditors & settle debtsTell known creditors, pay what you owe, and resolve claims. Do this before distributing anything to members, otherwise members can become personally exposed.
- File the state dissolution formFile your state's dissolution form with the Secretary of State. The exact name varies by state: Articles of Dissolution, Articles of Termination, or a Certificate of Cancellation (your state guide below shows the precise form, fee, and filing method). A few states (Texas, Pennsylvania, and others) require tax clearance before they'll accept this filing: check your state's notes first.
- Close federal & state taxesFile a final federal return (check the "final return" box), file final state returns, and handle final payroll/1099s. Cancel your EIN with the IRS by letter once done.
- Cancel licenses, permits & registrationsCancel business licenses, seller's permits, DBAs, and any foreign-state registrations so fees and filings stop accruing.
- Close accounts & keep recordsClose business bank accounts and credit lines after final payments clear. Keep dissolution records and final returns for at least several years.
What does California require that other states do not?
- For the fastest processing, file online through bizfile Online. You need Basic or Full Access to the LLC's record there, so set that up before you file. The PDF forms for paper filing are still on the Secretary of State's forms page.
- Be current with the Franchise Tax Board (FTB), including the $800 annual franchise tax, before dissolving.
- File a final FTB return with the "final return" box checked.
- If every member voted to dissolve and the Certificate of Cancellation (LLC-4/7) says so, you do not need the Certificate of Dissolution (LLC-3). A newly formed LLC that meets all the conditions on Form LLC-4/8 can use that short form instead.
What money can you get back when you close?
Closing does not pay you anything by itself. Money comes back, or stops going out, in three places: what is left after creditors are paid goes to the members, the yearly state charge stops, and part of some prepaid services and deposits may be refundable.
- What is left goes to the members. Once every known creditor is paid, the LLC's remaining cash and assets are distributed to the members in the shares the operating agreement sets (step 3 above). Members who are paid before creditors can be held personally liable for what is still owed.
- The yearly state charge stops once the dissolution is on file. In California that is the annual LLC tax (Franchise Tax Board): $800 a year, which we read on the agency's page on Oct 27, 2026. Due every year the LLC is organized in California, even if it does no business; an extra LLC fee applies above $250,000 of California income.
- Prepaid services and deposits. When you cancel them during the wind-up, ask each provider in writing whether any unused part of a prepaid subscription, a registered agent term or a deposit is refundable.
💡 What does it cost to not close? The Cost-of-Waiting Calculator adds up a year of fees for an LLC you no longer use.
What other steps might you need in California?
- Have employees to let go first? See how to terminate an employee in California (including the final-paycheck deadline).
- Managing a struggling employee instead of closing? Use the free PIP builder.
Dissolving an LLC in California: FAQ
What form do I file to dissolve an LLC in California?
In California you file the Certificate of Cancellation (LLC-4/7) - plus Certificate of Dissolution (LLC-3) if not all members voted with the California Secretary of State. Always confirm the current form on the official California filing portal.
How much does it cost to dissolve an LLC in California?
The California filing fee is $0, as listed on the agency's fee page when we read it on Oct 29, 2026. Fees change: verify the current amount before paying.
What happens if I just stop using my LLC instead of dissolving it?
The LLC stays legally alive. You keep owing annual reports, franchise fees, and registered-agent fees, and you can rack up penalties and lose good standing. Formally dissolving is the only way to stop the clock and limit liability.
How much does it cost to dissolve an LLC?
The state filing fee ranges from $0 to $220 depending on the state. On top of that you may need to clear back taxes, franchise fees, or a tax-clearance certificate. See your state guide for the exact fee.
How long does it take to dissolve an LLC?
Online filings are often processed within a few business days; mail filings can take 1–3 weeks in most states, and a few (like Maine or Maryland) run 6+ weeks. States that require tax clearance first (e.g. Texas) take longer.
Do I need to cancel my EIN?
The IRS does not reuse or truly "cancel" an EIN, but you should close your business account with the IRS by sending a letter after filing your final return. This tells the IRS the entity is closed.
Can I dissolve an LLC that has debts?
Yes, but you must wind up properly: notify creditors and settle or resolve debts before distributing remaining assets to members. Distributing assets while debts are unpaid can expose members personally.
Do I have to file a final tax return?
Yes. File a final federal return with the "final return" box checked, plus final state returns and any final payroll/1099 filings.
These answers are general information, not legal, tax, or financial advice. Rules and fees change and vary by state: confirm current requirements with the relevant government agency and, for your situation, a licensed professional.
Dissolve an LLC in another state
This guide is general information, not legal or tax advice. Requirements and fees change: always confirm with the California filing agency and a licensed professional before filing.