How to Dissolve an LLC in California (2026)

To dissolve an LLC in California, file a Certificate of Cancellation (Form LLC-4/7) with the California Secretary of State, preceded by a Certificate of Dissolution (Form LLC-3) if the vote to dissolve was made by fewer than all members. There is no state filing fee by mail or online, $15 if you file in person, and you must file a final tax return with the Franchise Tax Board. The thing that catches people: California's $800 annual minimum franchise tax keeps accruing until the cancellation is actually filed, so closing promptly is what stops the meter.

Here are the specifics and the full process.

California LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote. California's forms hinge on whether the vote was unanimous: if all members vote to dissolve, you can file the Certificate of Cancellation (LLC-4/7) alone, checking the box that confirms the dissolution was approved by all members. If fewer than all members voted, you must file a Certificate of Dissolution (LLC-3) first, before or together with the cancellation. Record the vote in writing either way, because the form you can use depends on it.

Step 2: Wind up the business and settle debts

Before filing, wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute any remaining assets to the members, creditors first, members last. California requires that the LLC's debts and liabilities be addressed as part of cancellation, and distributing assets to yourself ahead of creditors can expose you to personal liability for those debts.

Step 3: File your final return with the Franchise Tax Board

California ties dissolution to its tax board tightly. You must file a final tax return with the Franchise Tax Board, marked as the final return, and the cancellation form requires you to state that the final FTB return will be or has been filed. Unlike some states, California doesn't make you obtain a separate tax-clearance certificate to file the cancellation, but the final-return obligation is firm, and unpaid franchise taxes will follow the LLC until resolved.

Step 4: File the Certificate of Cancellation (and Dissolution if needed)

File the appropriate form with the Secretary of State. For most active LLCs with a unanimous vote, that's the Certificate of Cancellation (LLC-4/7) on its own. If fewer than all members voted, file the Certificate of Dissolution (LLC-3) first or together with it. If your LLC registered within the last 12 months, conducted no business, and has no debts, you may qualify for the Short Form Certificate of Cancellation (LLC-4/8), which combines the steps. There's no fee to file by mail or online; in-person filings carry a $15 counter fee. File online through bizfileOnline or mail the form to the Sacramento address.

Step 5: Close accounts, licenses, and registrations

Finish by closing out the company's footprint: cancel local business licenses and seller's permits, close any employment and sales-tax accounts, cancel the EIN with the IRS if appropriate, and withdraw any registrations in other states where the LLC was qualified to do business. Each open registration can keep generating fees, so closing them all is what fully ends the company's obligations.

The California wrinkle: the $800 franchise tax clock

The detail that costs Californians the most is the $800 annual minimum franchise tax. California charges every LLC this minimum tax each year it exists, whether or not it's making money or even operating. That tax keeps accruing until you actually file the cancellation, which means an LLC you "closed" by simply stopping operations can quietly rack up $800 per year, plus penalties, for as long as it sits unfiled on the state's records.

The timing matters. To avoid owing the $800 for an additional year, you generally want to file your final return and your cancellation in the same window, before the new tax year's liability attaches. An LLC that stops doing business but doesn't formally cancel is exactly the trap we describe in can you just walk away from an LLC, and in California the cost of that mistake is $800 a year. Filing the cancellation promptly is what stops the clock.

Frequently asked questions

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

There's no state filing fee to dissolve a California LLC by mail or online, $15 only if you file in person at the counter. The real cost is usually any outstanding $800 annual franchise tax and back taxes the LLC owes, which must be addressed through your final FTB return. For a current LLC with taxes paid, dissolution is essentially free; for one that's been sitting unfiled, the accumulated franchise tax is the bill.

How long does it take to dissolve an LLC in California?

Online filings through bizfileOnline post fastest, often within a few business days, while mailed filings can take several weeks to process. Expedited options are available for additional fees if you need it faster. The bigger timeline factor is usually getting your final FTB return filed and any back franchise taxes resolved, which you'll want squared away around the same time.

Do I still owe the $800 franchise tax if I'm dissolving?

Yes, until you actually file the cancellation. The $800 minimum franchise tax accrues each tax year the LLC exists on California's records, regardless of whether it's operating. To stop owing it for an additional year, file your final return and the Certificate of Cancellation before the next year's tax liability attaches. Simply stopping business without filing the cancellation does not stop the $800.

This page covers the California specifics; for the general framework that applies in every state, see our complete guide to how to dissolve an LLC, and for the tax side, closing an LLC and your taxes. For other high-volume states, see Florida and Georgia. California's official forms and instructions are available from the California Secretary of State, and franchise tax details from the Franchise Tax Board.