How to dissolve a corporation in California, step by step

To dissolve a California stock corporation, file a Certificate of Dissolution (Form DISS STK) with the Secretary of State, plus Form ELEC STK first unless every shareholder voted for dissolution. Neither form has a filing fee. File the final Franchise Tax Board return too, and file the state forms within 12 months of it.

Which California form do you file?

California has three dissolution forms for a stock corporation, all filed with the Secretary of State. Most corporations file one or two of them:

You can file online through bizfile Online, which the Secretary of State calls the fastest route. You need Basic or Full Access to the corporation's record in bizfile before you can file, so set that up first. Paper filings use the PDF forms with a submission cover sheet. A certified copy is optional at $5.00, and handing papers in at the counter adds a $15 handling fee that mailed filings do not pay.

This page covers California stock corporations. Nonprofit corporations use Forms ELEC NP and DISS NP, and those holding charitable assets also need a Dissolution Waiver from the California Attorney General (FTB Publication 1038). An LLC uses different forms: see how to dissolve an LLC in California.

What must be true before you file the Certificate of Dissolution?

Form DISS STK is signed by the sole director or a majority of the directors in office, under penalty of perjury. Every one of these statements has to be true when you file it:

• The corporation has been completely wound up and is dissolved.
• All final returns required under the California Revenue and Taxation Code have been or will be filed with the Franchise Tax Board.
• The known assets have been distributed to the people entitled to them, or the corporation acquired no known assets.
• Known debts and liabilities were paid (or paid as far as assets allowed), adequately provided for (described in an attachment), or never incurred.

The form also asks whether all of the shareholders voted for dissolution. If not, the Certificate of Election to Wind Up and Dissolve (ELEC STK) has to be filed before it or together with it. That election takes shares representing at least 50% of the voting power, or the board alone if the corporation never issued shares.

How do you stop the $800 minimum franchise tax?

Every corporation that is incorporated, registered or doing business in California owes the $800 minimum franchise tax, whether it is active, inactive or losing money. Newly incorporated corporations are exempt in their first taxable year. To stop the tax for the current and later years, the Franchise Tax Board lists three conditions, and you need all of them:

1. File the final return on timeFile the final franchise or income tax return for the preceding taxable year by its due date, including any extension: Form 100 for a C corporation or Form 100S for an S corporation. Check the Final Return box on page 1 and write "final" at the top of the first page.
2. Stop doing business in CaliforniaThe corporation must cease doing or transacting business in California after the last day of that preceding taxable year.
3. File with the Secretary of State within 12 monthsFile the dissolution form or forms within 12 months of the date you filed the final tax return.

Before any of this, file all delinquent returns and pay every balance, including penalties, fees and interest. If the FTB has suspended or forfeited the corporation, the Secretary of State cannot accept the dissolution until you file for revival (FTB 3557 BC, Application for Certificate of Revivor). While the corporation exists, the FTB lists the Statement of Information among the filings that keep it active, and the Secretary of State charges a $250 penalty for not filing it.

What does the IRS need when a California corporation dissolves?

The federal steps are the same in every state. Within 30 days after the shareholders or board adopt the resolution or plan to dissolve, file IRS Form 966 with a certified copy of the resolution. File the final federal return with the "final return" box checked: Form 1120 for a C corporation, generally due by the 15th day of the 4th month after the date it dissolved, or Form 1120-S for an S corporation, generally due by the 15th day of the 3rd month. Issue Form 1099-DIV to shareholders who received liquidation payments, file the final payroll forms if you had employees, and then write to the IRS to close the business account.

In what order do you do it?

1. Vote to dissolveShareholders with at least 50% of the voting power elect to wind up and dissolve, or all shareholders vote. Put the resolution in writing; you will attach a certified copy to Form 966.
2. File ELEC STK, unless the vote was unanimousFile it with the Secretary of State now, or together with the Certificate of Dissolution at the end.
3. File IRS Form 966 within 30 days of the resolutionUse our Form 966 date calculator to see the deadline.
4. Wind upPay the known debts or provide for them, then distribute what is left to the shareholders. The Certificate of Dissolution asks you to state how this was done.
5. File the final returnsFinal Form 100 or Form 100S with the Franchise Tax Board and the final federal return, plus payroll forms and Forms 1099-DIV where they apply. Pay any balance.
6. File the Certificate of Dissolution (DISS STK)On bizfile Online or on paper, within 12 months of the final FTB return.
7. Close the IRS account and the restSend the IRS the letter that closes the business account, and close bank accounts, licenses and permits. Keep the corporate and tax records.

Can you use the short form?

Only if the corporation is new and never got going. Form DSF STK is for a stock corporation that files it within 12 months of filing its Articles of Incorporation, has no debts or liabilities, has not done any business, has not issued shares (any money paid for shares has been returned), and has filed or will file its final returns with the FTB. If any one of those is not true, use the regular Certificate of Dissolution.

Sources, read October 28, 2026: California Secretary of State: corporation forms (California domestic); California Secretary of State: Forms ELEC STK and DISS STK (PDF); California Secretary of State: Form DSF STK (PDF); California FTB Publication 1038, Guide to Dissolve, Surrender, or Cancel; California FTB: Corporations; California FTB: C corporations; California FTB: S corporations; IRS: Closing a business; IRS Form 966 (Rev. October 2016) and its instructions.