California > Secretary Of State > Limited Liability Companies > Domestic Limited Liability Companies
Short Form Certificate Of Cancellation LLC-4-8 - California
| Short Form Certificate Of Cancellation Form. This is a California form and can be used in Domestic Limited Liability Companies Limited Liability Companies Secretary Of State . |
|
||||||
 Get this form for FREE as a print-only pdf |
|||||||
|
Changes to California Business Entity Filings effective January 1, 2013 As of January 1, 2013, new legal requirements apply to business entity documents filed with the California Secretary of State's office. Entity and Agent Addresses All formation/registration documents must include the business entity street address and mailing address. All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists. All documents listing an individual person as an agent for service of process must include the agent's California street address. All corporate agents filing a certificate pursuant to California Corporations Code section 1505 must include the California street address where process may be served. A post office box address for an agent for service of process will not be accepted on any document. Future File Date Requests All future file date requests for corporation and limited liability company documents must be included within the document submitted or as an attachment to be made part of the filed document. Corporation and limited liability company documents received before January 1, 2013, with a future file date on or after January 1, 2013, must comply with the entity and agent addresses requirements listed above. This information may be included in an attachment as part of the filed document. Copy Requests The Secretary of State will no longer endorse and certify customer-provided copies. However, a customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Customers requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page. Each certified copy requires an additional $5.00 certification fee. Note: While domestic stock and foreign corporations are required to pay a total of $25.00 when filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00 disclosure fee. Therefore, customers requesting copies of a Statement of Information (corporation or limited liability company) must include the copy fees described above. SB 1532 - Business Entities Filings (Rev. 11/21/2012) Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Limited Liability Company Cancellation Filing Requirements To cancel the Articles of Organization of a domestic limited liability company (LLC), the domestic LLC must file a Certificate of Dissolution (Form LLC-3) and Certificate of Cancellation (Form LLC-4/7). However, if all the members vote to dissolve, only Form LLC-4/7 is required. To cancel the Application for Registration of a foreign (out of state or country) LLC, the foreign LLC must file a Certificate of Cancellation (Form LLC-4/7). Note: In lieu of the above-mentioned certificates, a domestic LLC can file a Short Form Certificate of Cancellation (Form LLC-4/8) if the following requirements are met: 1) Form LLC-4/8 is being filed within twelve (12) months from the date the Articles of Organization were filed with the Secretary of State; 2) The domestic LLC has no debts or other liabilities (other than tax liability); 3) The known assets have been distributed to the persons entitled thereto or no known assets have been acquired; 4) The final tax return or a final annual tax return has been or will be filed with the Franchise Tax Board; 5) The domestic LLC has not conducted any business from the time of the filing of the Articles of Organization; 6) A majority of the managers or members, or if there are no managers or members, the person or a majority of the persons who signed the Articles of Organization, voted to dissolve the domestic LLC; and 7) If the domestic LLC received payments for interests from investors, those payments have been returned to those investors. Upon the filing of the Certificate of Cancellation (Form LLC-4/7) or Short Form Certificate of Cancellation (Form LLC-4/8) by the Secretary of State, the Articles of Organization or Application for Registration of the LLC will be cancelled and the powers, rights and privileges of the LLC will cease in California. Filing instructions along with the above-mentioned forms are enclosed. Completed forms can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. It is recommended for proof of submittal that if the document(s) are mailed to the Secretary of State, they be sent by Certified Mail with Return Receipt Requested. Statutory filing requirements are found in California Corporations Code sections 17350.5 and 17356 (domestic limited liability companies) and 17455 (registered foreign limited liability companies). LLC Diss/Canc Info (Rev. 01/2013) Page 1 of 1 California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 Instructions for Completing the Short Form Certificate of Cancellation (Form LLC-4/8) Where to File: For easier completion, this form is available on the Secretary of State's website at www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office It is recommended for proof of submittal that if Form LLC-4/8 is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested. Legal Authority: Statutory filing provisions are found in California Corporations Code section 17350.5. All statutory references are to the California Corporations Code, unless otherwise stated. Form LLC-4/8 may be used to cancel the Articles of Organization of a domestic limited liability company if it is filed within twelve (12) months from the date the Articles of Organization were filed with the Secretary of State, and if the limited liability company meets the remaining criteria specified by Section 17350.5. Upon filing Form LLC-4/8, the limited li
|
|||||||
