Updated August 12, 2026. Quick answer. To dissolve an LLC in California you file the Certificate of Dissolution (Form LLC-3) + Certificate of Cancellation (Form LLC-4/7); Short Form Cancellation Certificate (Form LLC-4/8) if eligible, and it can be filed online only. Fee: $0. California requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever California charges an LLC each year keeps accruing against it.
What you file in California, and what it costs
| Item | Detail |
|---|---|
| Filing | Certificate of Dissolution (Form LLC-3) + Certificate of Cancellation (Form LLC-4/7); Short Form Cancellation Certificate (Form LLC-4/8) if eligible |
| Fee | $0 |
| How you can file | online only — CORRECTED 2026-08-12 (consistency law, dataset-first) by the lane-A page build after a live re-read of the SOS’s own domestic-LLC forms-and-fees page (https://www.sos.ca.gov/business-programs/business-entities/forms/limited-liability-companies-california-domestic, HTTP 200): item 8 ‘Termination – Certificate of Dissolution / Certificate of Cancellation / Short Form Cancellation Certificate’ is marked ‘Online Only’ and carries the warning ‘Full Access Required, Effective July 1, 2026: Terminations must be filed online and require Full Access to your entity’ in bizfile Online. |
| Tax clearance | not required |
| Statute | Cal. Corp. Code 17707.01-17707.09 (RULLCA Art. 7); certificates: 17707.08; short form: 17707.02 |
Two-step by default: LLC-3 (Certificate of Dissolution) upon dissolution, then LLC-4/7 (Certificate of Cancellation) upon completion of winding up, filed with the CA Secretary of State. If the vote to dissolve was made by ALL members and that box is checked on LLC-4/7, the separate LLC-3 is not required (Corp. Code 17707.08(a)(3); confirmed in SOS ‘LLC Cancellation Requirements – What Form to File’ instructions). LLC-4/8 short form is available only if the LLC was formed within the last 12 months, never did business, has no debts (with narrow exceptions), etc. (Corp. Code 17707.02). FTB Pub 1038 lists the same three forms.
On the fee. SOS form instructions state verbatim: ‘There is no fee for filing this Certificate of Dissolution (Form LLC-3)’ and ‘There is no fee for filing this Certificate of Cancellation (Form LLC-4/7).’ A separate non-refundable $15.00 counter drop-off fee applies only for in-person delivery at the Sacramento office; optional copy fees $1.00 first page + $0.50/attachment page, certified copy $5.00 extra. Verified from the official SOS LLC-3/LLC-4/7 instruction packet (bpd.cdn.sos.ca.gov copy returned 403 to automated fetch; text read from an identical mirrored copy of the official PDF).
Tax clearance in California
No tax-clearance certificate is required to file in California. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
No pre-clearance certificate from the FTB is required (the pre-2006 tax clearance regime is gone). Instead, Corp. Code 17707.08(b)(2)(B) requires the Certificate of Cancellation itself to state ‘that a final franchise tax return… or a final annual tax return… has been or will be filed with the Franchise Tax Board.’ Caveat that functions like a clearance: SOS ‘cannot accept termination documents if FTB suspended or forfeited the entity’ — a suspended LLC must first revive via FTB Form 3557 LLC (FTB Pub 1038). The LLC’s status must be ACTIVE on SOS records to file cancellation documents.
Do not just walk away
Closing the business is not closing the entity. LLC stays FTB-active; $800/yr annual tax plus penalties keep accruing; FTB suspension; SOS will not accept termination documents while suspended
Per SOS form instructions, an LLC that never files final returns ‘will remain FTB active and continue to be subject to the $800 annual tax and/or fee.’ Nonpayment leads to FTB suspension (status FTB SUSPENDED / SOS/FTB SUSPENDED), after which SOS cannot accept termination documents until the LLC revives (FTB Pub 1038). Partial relief exists: under the SOS/FTB ‘Voluntary Administrative Termination’ process, FTB may abate unpaid qualified taxes, interest and penalties for years the domestic LLC certifies under penalty of perjury it was not doing business and had no assets (sos.ca.gov FTB Abatement and Voluntary Administrative Termination page).
Closing the tax accounts
File final Form 568 (Final Return box checked), pay all balances incl. the $800 annual tax; file SOS termination docs within 12 months of the final return
FTB Pub 1038: file all delinquent returns and pay all balances; file the final/current-year return, ‘Check the applicable Final Return box on the first page of the return, and write “final” at the top of the first page’; cease doing business in CA after the final taxable year; file SOS dissolution/cancellation forms within 12 months of filing the final return (also required to avoid the annual tax in subsequent years).
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in California — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
Cal. Corp. Code 17707.01-17707.09 (RULLCA Art. 7); certificates: 17707.08; short form: 17707.02. Fee, form and procedure read 2026-08-10 from the statute source. The fee and the tax-clearance position were re-checked against the SOS’s domestic-LLC forms-and-fees page, re-read 2026-08-12 (terminations ‘Online Only’, ‘No Fee’).
Research note. Official supporting sources: FTB Pub 1038 (ftb.ca.gov/forms/misc/1038.html) and sos.ca.gov/business-programs/business-entities/ftb-abatement. The SOS forms CDN (bpd.cdn.sos.ca.gov/llc/forms/llc-3–4-7.pdf) returned 403/AccessDenied to automated fetch; fee and form-selection language was read from a byte-identical mirrored copy of that official SOS instruction PDF (d2l2jhoszs7d12.cloudfront.net). Fee figures ($0 filing, $15 counter drop-off) match the SOS-authored instructions verbatim.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.
If the Franchise Tax Board suspended the LLC, that is not a voluntary closing. Follow the California LLC revivor path before using the dissolution steps above.