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California > Secretary Of State > Corporations > Domestic Corporations

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 .
 Fillable pdf Last Modified 5/29/2013
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Changes to California Business Entity Filings (Updated May 15, 2013) As of January 1, 2013, new legal requirements apply to business entity documents filed with the California Secretary of State's office. Entity 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. Agent Address All documents listing an individual person as an agent for service of process must include the agent's California street address. A post office box address is not acceptable. All documents listing a corporation as a California registered corporate agent must not list an address. The corporate agent's address is already on file. Certificate to Register as a Corporate Agent 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 a California registered corporate agent 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. 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. 05/2013) Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Domestic Nonprofit Corporation Dissolution Filing Requirements 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 must file documents with the California Secretary of State, as discussed below. To dissolve, 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. (California Corporations Code sections 6611, 8611, 9680 or 12631 (Certificate of Election to Wind Up and Dissolve) and 6615, 8615, 9680 or 12635 (Certificate of Dissolution).) 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 pursuant to California Corporations Code section 6716(c) 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; (3) is exempt from the supervisory authority of the Attorney General pursuant to California Government Code sections 12581 and 12583; and (4) includes a written statement by the corporation with the Certificate of Dissolution that confirms the corporation meets those requirements. · 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 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. Upon the filing of the Certificate of Dissolution by the California Secretary of State, the corporation will be completely dissolved and its corporate existence will cease in California. Form ELEC NP, Form DISS NP and filing instructions are enclosed. The forms were created to help entities file the required information; however, any format may be used, provided it meets statutory requirements. For proof of submittal, it is recommended that dissolution documents 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 Corp Diss/Nonprofit Info (Rev. 01/2013) California Secretary of State (916) 657-5448 ELEC NP State of California Secretary of State Domestic Nonprofit Corporation Certificate of Election to Wind Up and Dissolve NOTE: To complete the dissolution process, the corporation must also file a Certificate of Dissolution (Form DISS NP). There is no fee for filing a Certificate of Election To Wind Up and Dissolve. Imp
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