Voluntary administrative dissolution/cancelation

Beginning January 1, 2019, a qualified domestic corporation or qualified domestic limited liability company can request for voluntary administrative dissolution/cancelation.

Overview

Administratively, we have the authority to:

  • Dissolve a domestic corporation
  • Cancel a domestic limited liability company (LLC)

With a written request, your 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 Secretary of State (SOS) formally dissolves or cancels your business, we may abate:

  • Unpaid qualified taxes
  • Interests
  • Fees
  • Penalties

A Voluntary Administrative Dissolution/Cancelation does not forgive entities any delinquent taxes and penalties they owe from before they stopped doing business.

How to qualify

Your business qualifies if it:

  • Is a domestic corporation or domestic LLC registered for more than 12 months with the SOS
  • 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
  • Has no assets

You can request a voluntary administrative dissolution/cancelation if your business is:

  • Active
  • Suspended
  • Dissolved
  • Canceled

If your business is active, file a Certificate of Dissolution or Certificate of Cancelation with the Secretary of State (SOS) to dissolve/cancel the business.

How to apply

Applying for this program will not legally terminate your business. You're still required to submit dissolution/cancelation paperwork to the Secretary of State to close your business.

You can mail or fax your form to the address or fax number below.

Mail
Business Entity Correspondence
Franchise Tax Board
PO Box 942857
Sacramento CA 95257-4040
Fax
916-855-5519

When writing to us, include your SOS business number or federal employer identification number (FEIN) and your phone number.

What happens after you apply

When we receive your completed form, we will review your request and contact you.

We verify if:

  • All tax returns have been filed up to the date the entity stopped doing business
  • All taxes, penalties, and interest have been paid up to the date the entity stopped doing business
  • Your business has no assets such as:
    • Banks
    • Property
    • Licenses
    • Stocks

If you have not filed and paid your tax liability, including penalties and interest, up to the date your entity stopped doing business, you can still apply.

Penalty

We may impose a penalty equal to 50% of the total tax abated with interest if:

  • You continue doing business
  • Have undisclosed assets

Contact us about voluntary administrative dissolution/cancelation

Phone
916-845-7700
Weekdays, 8 AM to 5 PM
Closed on state holidays.