Are you looking to dissolve your corporation in California? Dissolving a corporation involves several steps, including legal compliance and proper winding up of the business. It is essential to ensure that the proper procedure is being followed as outlined in the articles of incorporation and bylaws before starting the process.
California General Corporation Law (GCL) requires a vote from shareholders with at least 50% of the voting power for voluntary dissolution. In cases where the vote is not unanimous, prompt notice must be given to the dissenting shareholders, and a Certificate of Election to Wind Up and Dissolve must be filed with the Secretary of State (SOS).
Once dissolution has been approved, the board must wind up the company’s affairs by paying all debts and liabilities and distributing any remaining assets. A Certificate of Dissolution must be filed with the SOS once the winding up process is complete. A Short Form Dissolution Certificate may be filed in place of the Certificate of Dissolution, provided certain requirements are met.
California corporations and limited liability companies may also request voluntary administrative dissolution or cancellation, which can have benefits, such as not paying annual franchise tax, interest, or penalties for years in which the business did not operate.
It is crucial to file all necessary documents thoroughly and in a timely manner to ensure that the dissolution process runs smoothly. At ACTS LAW, LLP, our experienced Los Angeles and San Diego business attorneys can assist you in efficiently ending your corporation’s existence and answer any questions you may have about the process. Contact us today for a free consultation.
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