FREE CONSULTATION
Review Us
banner-image

Corporate Dissolution

Corporations may be involuntarily dissolved by court order, typically due to administrative non-compliance issues. However, a corporation’s shareholders may also decide to dissolve the business entity voluntarily by corporate dissolution. If you are seeking corporate dissolution, our experienced team can help you efficiently end your corporation’s existence in California.

There are several steps to dissolving a corporation in California. Legally shutting down the business protects stakeholders from potential personal liability and ensures that the corporation is formally dissolved in the eyes of the state. Before beginning the process of corporate dissolution, look to the articles of incorporation and bylaws to make sure that the proper procedure is being followed.

Consent Requirements

Under California General Corporation Law (GCL), shareholders with at least 50 percent of the voting power may vote for voluntary dissolution. Typically, the shareholders will vote on a proposal to dissolve, which is presented by the board of directors at a formal meeting. If the vote for dissolution is unanimous, there is no need to file anything with the Secretary of State (SOS).

When the vote is not unanimous, prompt notice must be given to the dissenting shareholders and those seeking dissolution must file a Certificate of Election to Wind Up and Dissolve with the SOS. This certificate must be executed by a shareholder who was authorized to do so by the shareholders representing at least 50 percent of the voting power. It must also contain a statement of intention to wind up and dissolve, along with a statement of the number of shares, which represent at least 50 percent of the voting power, voting for the election to wind up and dissolve.

Wind Up and Dissolution

Once dissolution has been approved, the board may wind up the affairs of the company by paying, or making provisions for payment of, all debts and liabilities and distributing any remaining assets. Written notice of the wind up must be given to all known creditors, claimants, and shareholders who did not vote in favor of dissolution. Once the process of winding up is complete, a Certificate of Dissolution must be filed with the SOS. A business attorney will ensure that all necessary documents, including the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution, are completed thoroughly and filed in a timely manner.

Short Form Certificate of Dissolution

SOS processing times vary; however, it typically takes at least eight weeks for a corporate dissolution to become final. California corporations may file a Short Form Dissolution Certificate in lieu of the Certificate of Dissolution if they meet the following requirements:

  • Registered as a business in California within the last 12 months
  • Has no debts or liabilities except tax liability, which will be satisfied or assumed
  • Final tax returns have been, or will be, filed with the California Franchise Tax Board
  • Conducted no business since the date of registration
  • Issued no shares, and any payments from investors received have been returned
  • Corporation is dissolved
  • There are either no known assets, or all assets have been distributed

Voluntary Administrative Dissolution

California corporations and limited liability companies may request voluntary administrative dissolution or cancellation. One of the main benefits of filing for voluntary administrative dissolution is that corporations are not required to pay the annual franchise tax, interest, or penalties for years in which it did not do business. To qualify, a business must either:

  • Have never done business in California, or
  • Ceased doing business in California and filed all required income tax returns for the years in which it was doing business

Tax Liabilities

Unless voluntary administrative dissolution is granted, a corporation will not be formally dissolved until the final tax return has been filed with the California Franchise Tax Board. Although tax clearance is not required prior to filing for dissolution, filers must affirm on their Certificate of Dissolution that they have either filed or will file a final franchise tax return.

Los Angeles Business Attorneys at Abir Cohen Treyzon Salo, LLP Assist Individuals with Corporate Dissolution

If you have concerns about corporate dissolution, the Los Angeles business attorneys at Abir Cohen Treyzon Salo, LLP can help walk you through the process and answer any questions you may have. We represent clients throughout California from our offices in Los Angeles and San Diego. For a free consultation, complete our online contact form or call us today at 833-ACTS-LAW.

Meet The Team

At Abir Cohen Treyzon Salo, LLP, our skilled and knowledgeable attorneys represent victims in a broad array of case types. From civil rights to civil litigation, from medical malpractice to product liability, from catastrophic personal injury to wrongful death, from commercial and residential property insurance claims to bad faith insurance disputes.

At Abir Cohen Treyzon Salo, LLP, our skilled and knowledgeable attorneys represent victims in a broad array of case types, from civil rights to civil litigation, from medical malpractice to product liability, and more.

Danny Abir

Danny Abir

Partner

Alexander Cohen

Alexander Cohen

Partner

Boris Treyzon

Boris Treyzon

Partner

Renata Salo

Renata Salo

Partner

What they say about us

“One year ago I made a huge decision and the most important decision thus far regarding my house…to call Alex Cohen.”

- John S.
Read More More Client Experiences

$3.8MILLION

Plaintiff was beaten by officers from the Los Angeles Police Department

$4.5MILLION

Plaintiff sued his former employer Wawona Packing Company over serious injuries he received from a car crash.

$10.5million

Plaintiff was shot at a hotel

$31million

Plaintiffs is a community that was exposed to hexavalent chromium.

$120million

Plaintiffs is a community that was contaminated with benzene and other toxic chemicals.

FREE
CONSULTATION

Let Us Be Your Voice.

Call us at (833) ACTS-LAW for a free consultation.

A Message to Our Clients About Coronavirus COVID-19:
PLEASE READ »

A Message to Our Clients About Coronavirus COVID-19

At Abir Cohen Treyzon Salo, LLP, we view the safety and well-being of our clients, staff and business partners as our highest priority.

The situation regarding the COVID-19 virus is continually changing, and we are following all recommended guidelines to stay healthy.

Currently, our law firm is remaining open to serve your legal needs.

We are happy to arrange for phone or video consultations should you have any concerns about keeping your scheduled appointments with us. We are also able to exchange documents via secure drives or email.

Should you have any concerns regarding an upcoming meeting with us, please contact us online or call (833) ACTS-LAW.

Thank you and take care.

Live Chat Text Us