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This is a California form that can be used for Domestic Corporations within Secretary Of State, Corporations.
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Instructions for Completing the Certificate of Election to Wind Up and Dissolve (Form ELEC STK) (California Stock Corporation ONLY) To put all on notice that the corporation has elected to wind up and dissolve, a California stock corporation must complete the Certificate of Election to Wind Up and Dissolve (Form ELEC STK). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. · · Form ELEC STK has been created for ease in filing, however, any format may be used, provided it meets statutory requirements. The status of the corporation must be active in order to file dissolution documents. The status of the corporation can be checked online on the Secretary of State's Business Search at kepler.sos.ca.gov. Important Additional Steps to Terminate the Corporation: 1. Completing the Dissolution Process: To complete the dissolution process, the corporation also must file a Certificate of Dissolution - Stock (Form DISS STK). This Form ELEC STK is not required when the vote to dissolve was made by all of the shareholders and that fact is stated on the Form DISS STK. 2. Final Tax Returns: See California Franchise Tax Board's (FTB) Publication 1038 Guide to Dissolve, Surrender, or Cancel a California [or Foreign] Business Entity www.ftb.ca.gov/forms/misc/1038.pdf. · All final returns required under the California Revenue and Taxation Code must be filed timely (Form 100/100S) with the FTB and the $800 minimum franchise tax for the tax year of the final return must be paid. If final returns are not filed, the corporation will remain FTB active and continue to be subject to the $800 minimum franchise tax for each taxable year. For information regarding FTB forms and publications go to https://www.ftb.ca.gov or contact the FTB at (800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.). · Fees: · · Filing Fee: There is no fee for filing this Certificate of Election to Wind Up and Dissolve (Form ELEC STK). Faster Service Fee: Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver in person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority service over documents submitted by mail. The special handling fee is not refundable whether the document is filed or rejected. Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information about this faster processing service through our Preclearance and Expedited Filing Services, go to www.sos.ca.gov/business/be/service-options. Counter and guaranteed expedite services are available only for documents delivered in person (drop off) to our Sacramento office. - - Copies: To get a copy of the filed document, include payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional $5.00 certification fee, per document. Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or MasterCard). Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times. ELEC STK Instructions (REV 12/2016) 2016 California Secretary of State www.sos.ca.gov/business/be If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Certificate of Election to Wind Up and Dissolve (Form ELEC STK) as follows: Item 1. Instruction Enter the name of the Corporation exactly as it appears on file with the California Secretary of State, including the entity ending (ex: "Jones & Company, Inc." or "Smith Construction Company"). Tips · If the corporation is a California nonprofit corporation, do not file this Form ELEC STK; file a Certificate of Election to Wind Up and Dissolve Nonprofit (Form ELEC NP). · If the corporation is a registered foreign corporation (formed outside of California), do not file this Form ELEC STK; file the Certificate of Surrender (Form SURR-CORP) to terminate registration in California. · The 7-digit file number is provided by the Secretary of State above the file stamp at the top of the corporation's registration document filed with the California Secretary of State. · To ensure you have the correct file number and exact name of the corporation, look to your registration document filed with the California Secretary of State and any name change amendments. · Secretary of State Records can be accessed online through our Business Search at kepler.sos.ca.gov. While searching the Business Search, be sure to identify your corporation correctly, including the jurisdiction that matches your corporation. 3. You must check the appropriate box (check one). · This Form ELEC is not required if the vote to dissolve the corporation was made by ALL of the shareholders, and that fact is stated on the Certificate of Dissolution (Form DISS STK). · If first box is checked, enter the number of shares that voted in favor of the dissolution. Do not enter the percentage of shares that voted in favor of the dissolution. · The Certificate of Election to Wind Up and Dissolve puts all on notice that the corporation has elected to wind up the business of the corporation and is in the process of paying liabilities and distributing assets. · In order to terminate the corporation, the corporation also must file a Certificate of Dissolution (Form DISS STK). 4. This statement is required by statute and must not be altered. You must check the appropriate box (check one). 2. If known, enter the 7-digit file corporate number issued to the corporation by the California Secretary of State at the time of registration. 5. ELEC STK Instructions (REV 12/2016) 2016 California Secretary of State www.sos.ca.gov/business/be 6. · If the first box of Item 5 was checked, Form ELEC STK must be dated, signed and verified by the sole director or a majority of the directors now in office; · If the second box of Item 5 was checked, Form ELEC STK must be dated, signed and verified by the chairperson of the board, president or vice president and the secretary, chief financial officer, treasurer, assistant secretary or assistant tr