Nonprofit Corporation Voluntary Dissolution Filing Requirements in California

At a glance

Requirements one by one

Identify the nonprofit category

Public-benefit corporations use § 6610 and the following dissolution provisions; mutual-benefit corporations use § 8610 and its following provisions. Religious corporations use § 9680, which imports most public-benefit winding-up provisions and supplies its own approval and distribution rules. The certificates discussed here are filed with the Secretary of State (§§ 6615 and 8615).

The short form is for a corporation created in error

Sections 6610.5, 8610.5 and 9680.5 require filing within 24 months of incorporation and an affirmative statement that the corporation was created in error. The corporation must have issued no memberships and returned any membership payments. The certificate also addresses debts, assumed or paid tax liability, the final franchise-tax return, lawful distribution of remaining assets or absence of assets, approval, and dissolution.

A majority of directors signs and verifies the short-form certificate; if no directors were named or elected, the incorporator or a majority of incorporators may do so. Filing dissolves the corporation and ends its powers, subject to the statutory preservation of creditor and other liabilities.

Match the board action to the approval route

Sections 6610, 8610 and 9680 allow either approval of a majority of all members or approval of the board together with member approval. Board-only election applies to a corporation without members and to the other listed categories, including an organization that disposed of all assets and conducted no activity for the preceding five years.

The ordinary board rule is a majority of directors present at a duly held meeting with a quorum (§§ 5211, 7211 and 9211). The default quorum is a majority of the authorized board. The dissolution statutes separately allow specified board-only categories to act when fewer than a quorum remain, through unanimous consent, the stated majority-at-a-waived-notice-meeting route, or a sole remaining director.

The two member routes use different denominators

Section 5033 measures majority-all-members approval against votes entitled to be cast. It includes the required majority of each class or grouping entitled to vote separately and any applicable greater proportion.

By contrast, § 5034 member approval, used with board approval, measures a majority of votes represented and voting at a duly held meeting with quorum; affirmative votes must also constitute a majority of the required quorum. Greater applicable proportions still matter. Both definitions recognize statutory written-ballot routes. Member-meeting quorum is ordinarily one-third of voting power; public-benefit and mutual-benefit bylaws can change it subject to the statutory conditions (§§ 5512, 7512 and 9412).

Give meeting and commencement notices; resolve outside approvals

Public-benefit and mutual-benefit member-meeting notice is ordinarily 10–90 days beforehand; mail other than first-class, registered or certified requires at least 20 days. Nonunanimous dissolution approval requires the proposal's general nature in the notice or written waiver (§§ 5511 and 7511). Religious member meetings are called and noticed as ordered by the board, with the dissolution-proposal notice requirement in § 9411.

The winding-up resolution starts the proceeding. Mail commencement notice to members except favorable voters, and to known creditors and claimants whose addresses appear in corporate records. Public-benefit and religious corporations notify the Attorney General; mutual-benefit commencement notice goes to that office when charitable-trust assets are held (§§ 6613, 8613 and 9680).

Public-benefit and religious final certificates ordinarily require an Attorney General distribution waiver or no-assets confirmation (§ 6615 as applied by § 9680). Section 6615(a)(5) supplies a narrow qualifying political-committee exception. Distribution approvals and trust limits are addressed below.

Election and final dissolution are different certificates

The election certificate must be filed promptly and state the election, applicable approval facts, and authorized member-signing facts if applicable. It can be an officers' certificate, a verified certificate signed by a majority of directors in office, or one signed and verified by authorized members (§§ 6611 and 8611). Section 5062 defines an officers' certificate as signed and verified by the chair, president or vice president together with the secretary, chief financial officer, treasurer or specified assistant.

The final certificate is signed and verified by a majority of directors then in office after winding up is complete. It states completed winding up, dissolution, payment or adequate provision for debts as far as assets permit, and that required final returns have been or will be filed. Adequate provision for debts requires identifying the arrangement and relevant person or depositary. Mutual-benefit certificates also state distribution of known assets to those entitled or absence of acquired assets (§§ 6615 and 8615).

Section 5076 permits either a sworn affidavit or a dated declaration under penalty of perjury stating the place of execution for verification.

Separate commencement from final effectiveness

The Secretary of State's ordinary election and dissolution forms each state that there is no filing fee. Under §§ 6613 and 8613, winding up starts when the resolution is adopted. Under § 6615, ordinary public-benefit and religious existence ceases when the final certificate and required attachment are accepted for filing. Under § 8615, mutual-benefit existence ceases upon final filing. Further winding up remains possible.

Revoke before distributing any assets

Sections 6612 and 8612 allow revocation before any assets are distributed. Public-benefit corporations use the corresponding original approval route; religious corporations apply § 6612 through § 9680. For mutual-benefit corporations originally using either member route, revocation requires members representing a majority of voting power; an original board-only election is reversed by board approval.

Sign, verify and file the revocation certificate under the election-certificate rules and send a copy to the Attorney General. It states revocation, absence of asset distribution and the applicable vote facts. The Secretary of State's revocation form specifies a $30 filing fee.

Winding-up authority and restricted assets remain

Section 6720 preserves a dissolved public-benefit corporation for winding up, litigation, obligations and property disposition; § 9680 applies that rule to religious corporations. Mutual-benefit final filing likewise preserves further winding up under § 8615. Sections 6613 and 8613 describe the limits on continued activities during the proceeding.

Sections 6716 and 9680 require disposition in conformity with articles or bylaws and any trust restrictions, ordinarily through a court decree after the specified Attorney General notice or through a written Attorney General waiver. Section 6716 contains its qualifying-committee exception. Mutual-benefit charitable-trust assets use § 8716; other assets follow governing-document directions or members' respective rights under § 8717, subject to its statutory exceptions. These filing rules do not themselves decide a particular recipient's entitlement.

What trips people up

A unanimous election can eliminate the separate election certificate only if all members approve, or all directors approve for a corporation without members, and the final dissolution certificate states that fact (§§ 6611(c) and 8611(c)).

Public-benefit and religious election certificates also require a copy to the Attorney General. Mutual-benefit election certificates require that copy if charitable-trust assets are held or the corporation has a charitable dissolution clause (§§ 6611(a) and 8611(a)).

Common questions

What happens to property omitted during winding up?

For public-benefit and religious corporations, § 6720(c) keeps omitted assets in the dissolved corporation for the people entitled to them; realization is followed by distribution accordingly.

Does the short form release directors or erase creditors' rights?

Sections 6610.5(d), 8610.5(d) and 9680.5(d) preserve creditor and related-person liabilities and the Attorney General's enforcement authority despite short-form dissolution.

Statutes and sources

Sources accessed September 29, 2026. Verbatim statutory passages appear in the source records above.

• Cal. Corp. Code § 6610 — official source.
• Cal. Corp. Code § 8610 — official source.
• Cal. Corp. Code § 9680 — official source.
• Cal. Corp. Code § 6610.5 — official source.
• Cal. Corp. Code § 8610.5 — official source.
• Cal. Corp. Code § 9680.5 — official source.
• Cal. Corp. Code § 5033 — official source.
• Cal. Corp. Code § 5034 — official source.
• Cal. Corp. Code § 5512 — official source.
• Cal. Corp. Code § 7512 — official source.
• Cal. Corp. Code § 9412 — official source.
• Cal. Corp. Code § 6611 — official source.
• Cal. Corp. Code § 8611 — official source.
• Cal. Corp. Code § 6613 — official source.
• Cal. Corp. Code § 8613 — official source.
• Cal. Corp. Code § 6615 — official source.
• Cal. Corp. Code § 8615 — official source.
• Cal. Corp. Code § 5062 — official source.
• Cal. Corp. Code § 5076 — official source.
• Cal. Corp. Code § 6612 — official source.
• Cal. Corp. Code § 8612 — official source.
• Cal. Corp. Code § 6720 — official source.
• Cal. Corp. Code § 6716 — official source.
• Cal. Corp. Code § 8716 — official source.
• Cal. Corp. Code § 8717 — official source.
• Cal. Corp. Code § 5211(a)(7)-(8) — official source.
• Cal. Corp. Code § 7211(a)(7)-(8) — official source.
• Cal. Corp. Code § 9211(a)(7)-(8) — official source.
• Cal. Corp. Code § 5511(a), (f) — official source.
• Cal. Corp. Code § 7511(a), (f) — official source.
• Cal. Corp. Code § 9411(a), (e) — official source.
• California Secretary of State, ELEC NP and DISS NP fee instructions — official source.
• California Secretary of State, Nonprofit Revocation of Election to Wind Up and Dissolve fee — official source.