Corporation Voluntary Dissolution and Closure Packet

CALIFORNIA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic stock corporation. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit or benefit corporation, regulated entity, merger, conversion, or entity with unresolved authority or ownership disputes.

Separate systems remain separate. California dissolution does not itself close federal tax, payroll, state tax, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the California approval route below.

1. ENTITY AND ROUTE CHECK

☐ State record, articles, amendments, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ This is a domestic stock corporation; foreign qualifications will be withdrawn separately.

☐ No bankruptcy, insolvency, receivership, pending merger, or disputed-control issue requires another route.

2. CALIFORNIA AUTHORIZATION GATE

Select the statutory route:

☐ Shareholder route — § 1900(a). Shareholders holding at least 50% of the voting power approved the election to wind up and dissolve. Any greater articles, voting-group, class, series, notice, or agreement requirement has also been satisfied.

☐ Board-only route — § 1900(b). Counsel confirmed that the corporation is within a listed category: Chapter 7 relief; all assets disposed of and no business for the preceding five years; or no shares issued.

☐ 12-month no-share route — § 1900.5. No shares were issued, no business was conducted, the filing is within 12 months after incorporation, the liability/tax/asset conditions are met, and the required directors or incorporators authorized dissolution.

Board resolution record

The Board resolves that dissolution is advisable, approves the attached plan, authorizes the required shareholder submission unless a board-only route applies, and authorizes [NAME/TITLE] to conduct winding up and make state filings.

Shareholder approval record

☐ Approval represents at least 50% of voting power and every greater governing-document or separate-vote requirement.

3. ELECTION AND WINDING UP

Unless the § 1900.5 route applies, prepare the certificate of election required by § 1901. A separate certificate of election is unnecessary only when all outstanding shares elected dissolution and the § 1905 certificate states that fact.

Under § 1903, the Board continues with full power to wind up. Ordinary business must cease except as necessary for beneficial winding up or temporary preservation of goodwill or going-concern value pending a sale.

☐ Written notice of the commencement of winding up mailed to shareholders who did not vote for it and to known creditors and claimants whose addresses appear in corporate records.

☐ Assets, receivables, contracts, taxes, payroll, benefits, litigation, guarantees, liens, contingent claims, and records inventoried.

☐ Known debts and liabilities paid or adequately provided for before shareholder distributions.

Claim and reserve log

Do not improvise a claims-cutoff procedure. Use a separate statutory notice only after counsel verifies every requirement and consequence.

4. CALIFORNIA TERMINAL FILING

After complete winding up, a majority of directors must sign and verify the certificate required by § 1905. It must address payment or adequate provision for known liabilities, distribution of known assets, dissolution, any unanimous-share election, and the final franchise-tax return.

☐ Certificate of election filed promptly, unless the unanimous-share exception applies.

☐ Certificate of dissolution filed only after the § 1905 statements are true.

☐ Filing acceptance and Franchise Tax Board final-return work retained in the closing file.

As of 2026-07-29, no fee, portal, or processing-time statement is supplied by this packet; verify the Secretary of State's current filing instructions immediately before submission.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and California final returns and information returns reviewed with the tax preparer.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that the approval record and plan are attached; assets and liabilities were inventoried; liabilities were paid or adequately provided for before distributions; required California filings were accepted; and all remaining tax, payroll, licensing, contract, account, and foreign-registration tasks are completed or assigned.

Authorized officer/director: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• California Legislature — Corporations Code Chapter 19, §§ 1900-1907
• California Secretary of State — stock-corporation dissolution filing packet

Statutes and filing route verified 2026-07-29; recheck official filing instructions immediately before submission.