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Certificate Of Dissolution (Stock) DISS STK - California
| Certificate Of Dissolution (Stock) Form. This is a California form and can be used in Domestic Corporations Corporations Secretary Of State . |
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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 Domestic Stock Corporation Dissolution Filing Requirements The voluntary dissolution of a domestic stock corporation is initiated by an election to dissolve. The election to dissolve may be made by the vote or written consent of at least fifty percent of the outstanding shares of the corporation, by the board of directors if no shares have been issued or in limited circumstances, by a majority of the incorporators if no directors were named in the original Articles of Incorporation and none have been elected. Following this election the corporation must file documents with the Secretary of State, as discussed below. To dissolve, the corporation must file a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) prior to or together with a Certificate of Dissolution (Form DISS STK). However, if the election to dissolve is made by the vote of all the outstanding shares, only the Certificate of Dissolution is required. Note: In lieu of the above-mentioned certificates, a domestic stock corporation can file a Short Form Certificate of Dissolution (Form DSF STK) if the following requirements are met: 1) The Short Form Certificate of Dissolution is being filed within 12 months from the date the Articles of Incorporation were filed; 2) The corporation has no debts and liabilities (other than tax liability); 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 has not conducted any business; 6) The corporation has not issued shares, and if the corporation has received payments for shares from investors, those payments have been returned to those investors; 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 Short Form Certificate of Dissolution by the Secretary of State, the corporation will be completely dissolved and its corporate existence will cease. Filing instructions along with the above-mentioned forms 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 1901 (Certificate of Election To Wind Up and Dissolve), 1905 (Certificate of Dissolution) and 1900.5 (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 cannot be filed on behalf of a corporation that has been suspended by the California Franchise Tax Board pursuant to Revenue and Taxation Code sections 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 entity type. Corp Diss/Stock Info (Rev. 01/2013) California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 ELEC STK State of California Secretary of State Domestic Stock Corporation Certificate of Election to Wind Up and Dissolve NOTE: To complete the dissolution process, the corporation must also file a Certificate of Dissolution pursuant to Corporations Code section 1905. There is no fee for filing a Certificate of Election To Wind Up and Dissolve. IMPORTANT Read instructions before completing this form. This Space For Filing Use Only Corporate Name (Enter the name of the domestic stock corporation exactly as it is of record with the California Secretary of State.) 1. Name of corporation Required Statement (The following statement is required by statute and should not be altered.) 2. The corporation has elected to w
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