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Dissolve a California corporationCalifornia's Best Incorporating Service, Inc., can file your forms to dissolve a California corporation with the California Secretary of State on an expedited basis. The voluntary dissolution of a California Non Profit Corporation is initiated by an election to dissolve. The election to dissolve may be made by the vote or written consent of a majority of all the members of the corporation or, if there are no members, by the board of directors. To formally dissolve, the corporation must file with the Secretary of State a Certificate of Election to Wind Up and Dissolve (Form ELEC NP) prior to or together with a Certificate of Dissolution (Form DISS NP). However, if the election to dissolve is made by the vote of all the members, or if the corporation has no members, by the vote of all the directors, only the Certificate of Dissolution is required. Additional requirement: If the dissolving corporation is a nonprofit public benefit or religious corporation, the Certificate of Dissolution must also be accompanied by a letter issued by the Attorney General that either waives objections to the distribution of the corporation's assets pursuant to Corporations Code section 6716(c) or confirms that the corporation has no assets. - A written request for the required letter can be mailed to the Office of the Attorney General - Registrar of Charitable Trusts at P.O. Box 903447, Sacramento, California 94203-4470. Questions regarding the issuance of the required letter must be directed to the Office of the Attorney General - Registrar of Charitable Trusts at (916) 445-2021.
Dissolution documents cannot be filed on behalf of a corporation that has been suspended by the California Franshise Tax Board pursuant to Revenue and Taxation Code sectins 23301, 23301.5 and 23775, and are not required to be filed on behalf of a corporation that has already dissolved, merged out of existence in California or converted into another business type.
Public benefit or religious corporation: If the dissolving corporation is a public benefit or religious corporation, the Certificate of Dissolution must be accompanied by a letter from the Attorney General that either waives objections to the distribution of the corporation’s assets pursuant to California Corporations Code section confirms that the corporation has no assets. (Corporations Code sections 6716(c) or 6615 and 9680.) Mutual benefit corporations: If the dissolving corporation is a mutual benefit corporation, and that corporation is holding assets in a charitable trust, the distribution of those assets must be approved by the Attorney General or made by decree of the superior court. (Corporations Code section 8716.) Information regarding the required letter/approval from the Attorney General can be obtained by calling the Attorney General - Registrar of Charitable Trusts at(916) 445-2021 or can be downloaded from the Attorney General’s website under Charitable Trusts at http://caag.state.ca.us/charities. A written request for the required letter/approval can be mailed to the Office of the Attorney General - Registrar of Charitable Trusts at P.O. Box 903447, Sacramento, California 94203-4470. Upon filing the Certificate of Dissolution the corporation will be dissolved and its powers, rights and privileges will cease. It is recommended that legal counsel be consulted prior to submitting dissolution documents to ensure that all issues are appropriately addressed.
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