
​In 2026, the process to "cancel" or "dissolve" a business in California remains a dual-agency coordination between the Secretary of State (SOS) and the Franchise Tax Board (FTB).
Requirements for the FTB (Taxes)
The FTB is essentially looking for a "clean break." You must ensure your tax accounts are settled before or at the time of dissolution.
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File All Past Returns: You must be current on all state tax filings.
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The "Final Return": On your last state tax return (Form 568 for LLCs or Form 100 for Corps), you must check the box marked "Final Return" and write "FINAL" across the top of the first page.
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Pay All Balances: Any outstanding taxes, penalties, or interest must be paid in full.
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Cease Operations: You must stop transacting business in California after the last day of the final taxable year.
2. Requirements for the SOS (Legal Filing)
Once the tax side is addressed, you must file the legal termination paperwork. In 2026, the specific forms depend on how the decision was made:
For LLCs (Cancellation)
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Form LLC-4/7 (Certificate of Cancellation): This is the most common form. If all members voted to dissolve, you only need this form.
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Form LLC-3 (Certificate of Dissolution): If the vote to dissolve was not unanimous, you must file this form before or with the Certificate of Cancellation.
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Form LLC-4/8 (Short Form Cancellation): If your LLC has been around for less than 12 months, has no debts, and never conducted business, you can use this simplified form.
For Corporations (Dissolution) -
Form DISS STK (Certificate of Dissolution): For stock corporations.
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Form ELEC STK: Required if the vote was not unanimous among shareholders
For Corporations (Dissolution) -
Form DISS STK (Certificate of Dissolution): For stock corporations.
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Form ELEC STK: Required if the vote was not unanimous among shareholders.
3. The "Winding Up" Phase -
Legal cancellation is only half the battle. To avoid personal liability, you must also:
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Notify Creditors: Formally tell anyone the business owes money to that you are closing.
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Cancel Permits: Notify the city/county to cancel your Business License and Fictitious Business Name (DBA).
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Close Bank Accounts: Only do this after the final tax payment has cleared.
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EDD & Payroll: If you have employees, you must file final payroll tax returns and close your EDD account to stop future notices.
Warning: If your business is currently Suspended or Forfeited, you cannot cancel it yet. You must first go through the Revivor process (filing old returns and paying back taxes) to bring it back to "Good Standing" before the SOS will allow you to legally dissolve it.
