LLC Voluntary Dissolution and Closure Packet

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 Any foreign qualifications will be withdrawn separately.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 person authorized to wind up and file.

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.

☐ 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 operating agreement and governing law to the order and amount of final distributions.

Known-claim log

Do not improvise a statutory claims-cutoff notice. Use a state-law notice route only after counsel confirms its content, delivery, response period, rejection procedure, publication or posting steps, 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). Determine whether a separate Certificate of Dissolution (Form LLC-3) is required for this route; do not omit it unless the statutory/form exception applies.

As of 2026-07-27, Form LLC-4/7 has no filing fee. California Secretary of State business-entity submissions moved to online filing through bizfile, with Full Access required beginning 2026-07-01; verify current portal access immediately before submission.

☐ Form LLC-4/7 completed with the exact entity name and file number.
☐ LLC-3 requirement analyzed and, if required, prepared.
☐ 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;

☐ required state filing was accepted, or counsel documented why no terminal filing was required;

☐ 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, Form LLC-4/7
• California Secretary of State, bizfile portal

Fee, form, portal, and processing facts above are verified as of 2026-07-27 and must be checked again immediately before filing.