LLC Voluntary Dissolution and Closure Packet - California

CALIFORNIA LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic LLC closing. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, domestication, series LLC, professional LLC, regulated entity, or an entity with unresolved ownership or authority disputes.

Separate systems remain separate. A state dissolution, cancellation, or termination filing does not itself close federal tax, payroll, state tax, license, bank, contract, benefit-plan, insurance, or foreign-registration accounts.

1. ENTITY AND ROUTE CHECK

☐ State record reviewed for exact name, status, delinquent filings, and entity type.

☐ Articles/certificate of formation, all amendments, operating agreement, member ledger, and side agreements collected.

☐ This is a domestic LLC. Any foreign qualifications will be withdrawn separately.

2. CALIFORNIA AUTHORIZATION GATE

The written operating agreement or articles may set a higher threshold. Otherwise, Cal. Corp. Code § 17707.01(b) permits dissolution by 50 percent or more of the members’ voting interests.

☐ Confirm that at least 50% of the voting interests approved, or satisfy any greater percentage in the articles or written operating agreement.

☐ Notice, meeting, signature, class, record-date, and other governing-document procedures satisfied.

☐ The approval record identifies the effective date and the proposed winding-up and filing signers; confirm their authority under § 17707.04(a) and § 17707.08.

Member approval record

The undersigned members approve dissolution of [LLC Name] effective [__/__/____], authorize winding up under the governing documents and applicable law, and authorize [Name/Title] to sign and submit the appropriate state filing after satisfying its prerequisites.

Attach additional signature pages and the approval calculation if needed.

3. WINDING-UP PLAN

The LLC will cease ordinary business except as reasonably necessary to wind up.

☐ Stop accepting new work, sales, subscriptions, or obligations except documented wind-up transactions.

☐ Identify cash, receivables, inventory, equipment, real estate, intellectual property, deposits, prepaid items, claims, and digital assets.

☐ Identify loans, leases, vendor balances, customer obligations, refunds, warranties, taxes, payroll, benefits, litigation, guarantees, liens, and contingent claims.

☐ The authorized winding-up person mailed written notice of commencement of winding up to every known creditor and claimant whose address appears in LLC records; retain copies and proof of mailing.

☐ Preserve books, communications, insurance policies, tax records, ownership records, and litigation holds.

☐ Collect receivables and sell, transfer, abandon, or distribute assets only with documented authority.

☐ Pay liabilities or establish a documented, legally sufficient provision before member distributions.

☐ Apply the articles or written operating agreement, if they specify a distribution order; otherwise apply the order in § 17707.05(a): distribution liabilities, return of contributions, then members' distribution shares.

Known-claim log

The mailed commencement notice required by § 17707.04(a) is separate from any optional claims-cutoff process. Use a claims-cutoff process only after counsel confirms its content, delivery, response period, and treatment of contingent or unknown claims.

Asset and distribution ledger

4. EMPLOYEES, TAXES, AND ACCOUNTS

☐ Final payroll, expense reimbursements, benefits, leave, notices, and wage statements completed.

☐ Federal final-return boxes and information-return duties reviewed with the tax preparer.

☐ EIN retained for final returns and records; no representation made that the EIN is “canceled.”

☐ State and local income/franchise, sales/use, withholding, unemployment, property, and industry tax accounts reviewed separately.

☐ Licenses, permits, assumed names, subscriptions, utilities, merchant processing, insurance, leases, and contracts closed or assigned with written confirmation.

☐ Bank, credit, escrow, marketplace, domain, cloud, and social accounts closed only after outstanding items and retention needs are resolved.

5. CALIFORNIA FILING PREPARATION

Prepare the Certificate of Cancellation (Form LLC-4/7) after winding up and distribution are complete. File the Certificate of Dissolution (Form LLC-3) before or with LLC-4/7 unless all members voted to dissolve and that fact is stated on LLC-4/7. This packet covers the ordinary route; a newly formed LLC that never conducted business may qualify for the separate short-form LLC-4/8 route only if every condition on that form is met.

As of 2026-09-30, the Secretary of State lists no filing fee for LLC-3 or LLC-4/7. File online through bizfile with Basic or Full Access to the entity, or submit the current termination packet by mail or in person. Paper submissions need the cover sheet; in-person filing has a $15 special-handling fee. Check the current forms and fees before submission.

☐ Form LLC-4/7 completed with the exact entity name and file number.
☐ LLC-3 requirement analyzed and, if required, prepared for filing before or with LLC-4/7.
☐ LLC-4/7 tax-liability statement is accurate: required final California returns have been or will be filed.
☐ Final California return obligations and account closures separately calendared.

☐ Filing signer has current authority and signs in the correct capacity.

☐ Filing acceptance, receipt, effective date, and any rejection correspondence retained.

6. FOREIGN REGISTRATION INVENTORY

A domestic California filing does not withdraw the LLC elsewhere. Complete each foreign-jurisdiction withdrawal and registered-agent termination separately.

7. FINAL CLOSURE CERTIFICATE

The undersigned certifies for the internal record that:

☐ the approval record is attached;

☐ known assets and liabilities were inventoried;

☐ liabilities were paid, resolved, or provided for before distributions;

☐ final distributions are shown in the ledger;

☐ the required California cancellation was accepted;

☐ tax, payroll, license, contract, bank, and foreign-registration work was separately completed or assigned; and

☐ records will be retained at [Location] by [Custodian] through [Date].

Authorized person: [________________________________]

Title/capacity: [________________________________]

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

SOURCES AND REFERENCES

• California Legislature, LLC dissolution and winding-up provisions
• California Secretary of State, domestic LLC termination forms
• California Secretary of State, LLC-3/LLC-4/7 termination packet
• California Secretary of State, bizfile portal

Fee, form, portal, and processing facts above are verified as of 2026-09-30 and must be checked again immediately before filing.