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Certificate Of Dissolution (Nonprofit) DISS NP - California

Certificate Of Dissolution (Nonprofit) Form. This is a California form and can be used in Domestic Corporations Corporations Secretary Of State .
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Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Domestic Nonprofit Corporation Dissolution Filing Requirements The following requirements set forth multiple methods of dissolving a corporation. Please review all requirements to determine the method that is applicable to your business entity. The voluntary dissolution of a domestic nonprofit 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. Following this election the corporation may file documents with the California Secretary of State, as discussed below, or can dissolve through court proceedings. To dissolve without court proceedings, the corporation must file 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 to be filed; or Additional Requirements: · Public benefit or religious corporations: If the dissolving corporation is a public benefit or religious corporation, the Certificate of Dissolution must be accompanied by a letter from the California Attorney General's office that either waives objections to the distribution of the corporation's assets or confirms that the corporation has no assets. (California Corporations Code sections 6615 and 9680.) Note: The dissolving corporation does not need the letter from the California Attorney General's office if the corporation: (1) is a committee, as defined by California Government Code section 82013; (2) has filed any statement pursuant to the California Government Code, commencing with Section 84200; and (3) is exempt from the supervisory authority of the Attorney General pursuant to California Government Code sections 12581 and 12583. The corporation must include a written statement by the corporation with the Certificate of Dissolution that confirms the corporation meets all three requirements listed in this paragraph. · 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 California Attorney General or be made by decree of a superior court. (California Corporations Code section 8716.) For information about the required letter/approval from the California Attorney General, contact the Office of the Attorney General - Registrar of Charitable Trusts at (916) 445-2021 or go to oag.ca.gov/charities. A written request for the required letter/approval can be mailed to the Registrar of Charitable Trusts, Office of the Attorney General, P.O. Box 903447, Sacramento, California 94203-4470. Page 1 of 2 American LegalNet, Inc. www.FormsWorkFlow.com · Corp Diss/Nonprofit Info (Rev. 01/2016) California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 Note: If the corporation was created in error, instead of filing Form ELEC NP and Form DISS NP, a domestic nonprofit public benefit, mutual benefit or religious corporation can file a Short Form Certificate of Dissolution (Form DSF NP) if all of the following requirements are met: 1) The Short Form Certificate of Dissolution is being filed within 24 months from the date the Articles of Incorporation were filed; 2) The corporation has no debts and liabilities (other than tax liability, or as provided in California Corporations Code section 6610.5(d), 8610.5(d) or 9680.5(d)); 3) The tax liability will be satisfied on a taxes paid basis or the tax liability will be assumed; 4) The final tax return has been or will be filed with the Franchise Tax Board; 5) The corporation was created in error; 6) The corporation has not issued memberships, and if the corporation has received payments for memberships, those payments have been returned to those making payments; 7) The majority of the directors (or incorporators, if directors were not named and none have been elected) authorized the dissolution and elected to dissolve the corporation; and 8) The assets have been distributed to the persons entitled thereto or no assets have been acquired. Upon the filing of the Certificate of Dissolution or the Short Form Certificate of Dissolution by the Secretary of State, the corporation will be dissolved and its corporate existence will cease. Filing instructions along with Form ELEC NP, Form DISS, and Form DSF NP are enclosed. The preprinted forms were created for ease in filing; however, any format may be used, provided it meets statutory requirements. Statutory filing requirements are found in California Corporations Code sections 6611, 8611, 9680 or 12631 (Certificate of Election To Wind Up and Dissolve), 6615, 8615, 9680 or 12635 (Certificate of Dissolution), and 6610.5, 8610.5 or 9680.5 (Short Form Certificate of Dissolution). 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. Please note: Dissolution documents can be filed only if the status of the corporation is active on the records of the California Secretary of State. The status of the corporation can be checked online on the Secretary of State's Business Search at kepler.sos.ca.gov/. Corp Diss/Nonprofit Info (Rev. 01/2016) Page 2 of 2 American LegalNet, Inc. www.FormsWorkFlow.com California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 DISS NP State of California Secretary of State Domestic Nonprofit Corporation Certificate of Dissolution There is no fee for filing a Certificate of Dissolution. Important ­ Read instructions before completing this form. This Space For Filing Use Only 1. Corporate Name ­ Enter the name of the domestic nonprofit corporation exactly as it is of record with the California Secretary of State. 2. Corporate File Number ­ If known, enter the number issued by the California Secretary of State 3. Required Statements ­ The following statements are required by statute and should not be altered. All final returns required under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax Board. The corporation has been completely wound up
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