Updated September 3, 2026. Quick answer: a California for-profit corporation dissolves by filing Certificate of Dissolution under Cal. Corp. Code §§ 1900-1907 for $0, and California does not gate the filing on a tax clearance certificate.
The filing, and what California calls it
California requires a Certificate of Dissolution (Form DISS STK) plus a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) unless the board and all shareholders unanimously approved dissolution, in which case that fact is stated directly on the Certificate of Dissolution itself and the election document is skipped. Cal. Corp. Code §§ 1900-1907 govern voluntary dissolution; §§ 2000-2011 cover the general winding-up provisions that follow.
The tax clearance question
California does not gate the Certificate of Dissolution on a tax clearance certificate. California eliminated its prior FTB tax-clearance-certificate requirement in 2006 (AB 2341). The Certificate of Dissolution must instead self-state that a final franchise tax return “has been or will be filed” with the Franchise Tax Board, and the Secretary of State notifies the FTB after filing rather than clearing with it first. (Cal. Corp. Code § 1905(a); 2006 Cal. AB 2341) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.
Creditors and the claims window
California requires a formal notice-to-known-and-unknown-creditors procedure. The board must give written notice to known creditors and shareholders, but the statute sets no specific claims-bar deadline for a stock corporation. (Cal. Corp. Code § 1903(c))
What the filing costs
The Certificate of Dissolution carries a $0 filing fee. California charges no filing fee for dissolution paperwork. Cal. Gov. Code § 12186(n) sets the fee for filing a certificate of election to dissolve a corporation, a certificate of dissolution of a corporation, or a certificate of surrender at “No fee”, so both documents in the two-step filing are free. A corporation that dissolves by unanimous shareholder vote files the Certificate of Dissolution alone, also at no fee.
What this page does not answer
Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by California’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.
This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.
This page covers a for-profit business corporation. If you are closing an LLC in California instead, the filing, fee and statute are different: see dissolving an LLC in California.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.
- California Corporations Code §§ 1900-1907 and §§ 2000-2011: https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&division=1.&title=1.&part=&chapter=18.&article=
- AB 2341 (2006), Legislative Counsel’s Digest: https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=200520060AB2341
- California Secretary of State, Business Entities FAQ: https://www.sos.ca.gov/business-programs/business-entities/faqs
- California Government Code § 12186 (corporate filing fees): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV§ionNum=12186