Closing a California Business EntityJune 2021 Tax News
During these challenging times, businesses have been faced with many difficult and life-changing decisions. One of the toughest decisions that a business owner has to make is whether or not to close or shut down their business. Here is some information and resources that can help someone with closing their business entity in the proper way.
Business entities doing or transacting business in California or registered with the California Secretary of State (SOS) can dissolve, surrender, or cancel when they cease operations in California and need to terminate their legal existence here.
- Domestic corporations (those originally incorporated in California) may legally dissolve.
- Foreign corporations (those originally incorporated outside California) may legally surrender.
- Limited liability companies (LLC) and partnerships (both domestic and foreign) may legally cancel.
Steps to Dissolve, Surrender, or Cancel a California Business Entity
Dissolving, surrendering, or canceling a California Business Entity is a multi-step, multi-state agency process that has requirements with the Franchise Tax Board (FTB) and SOS.
Requirements for FTB
- File any delinquent tax returns and pay all tax balances due, including any penalties, fees, and interest.
- File the final/current year tax return. Check the applicable Final Return box on the first page of the return, and write "final" at the top of the first page. All tax returns remain subject to audit until the statute of limitations expires.
- Must cease doing or transacting business in California after the final taxable year.
Requirements for SOS
- File the appropriate dissolution, surrender, or cancellation form(s) with the SOS within 12 months of filing your final tax return.
If your business entity is suspended or forfeited, it will need to go through the revivor process and be in good standing before being allowed to dissolve, surrender, or cancel. To revive a suspended or forfeited business entity you must:
- File all delinquent tax returns.
- Pay all delinquent tax balances, including penalties, fees, and interest.
- File a revivor request form.
There are some additional steps that may need to be taken when closing a business entity. They include:
- Notifying all creditors, vendors, suppliers, clients, and employees of the intent to go out of business.
- Closing out business checking account and credit cards.
- Canceling any licenses, permits, and fictitious business names.
- Consider publishing a statement in a local newspaper of general circulation near the principal place of business that the limited liability company is no longer in business.
If certain qualifications are met, a business entity may be able to voluntarily dissolve. A qualified domestic corporation or qualified domestic limited liability company can request a voluntary administrative dissolution/cancellation. With a written request, the business must certify it:
- Is not actively engaging in any transaction for the purpose of financial or monetary gain or profit
- Has stopped doing business or never did business
- Does not have any remaining assets
- Once the SOS formally dissolves or cancels your business, we may abate:
- Unpaid qualified taxes
For more information, go to our voluntary administrative dissolution/cancellation webpage.
Here are some additional resources that are available for more information:
- Publication 1038, Guide to Dissolve, Surrender, or Cancel a California Business Entity
- Publication 1123, Common Forms of Ownership
- Close a Business section on the California Business Portal Website.
- How do I terminate (dissolve, surrender or cancel) my business entity?