Upon filing Form DISS STK, the corporation will be terminated and the corporation's powers, rights and privileges will cease in California. You must complete all of the following FTB requirements before you submit your termination documents to SOS: For more information regarding the revivor process, go to ftb.ca.gov and search for revive my entity or call 800-852-5711. For Charitable Trusts, see Probate Code sections 15400-15414. %PDF-1.6 % For a complete listing of the FTBs official Spanish pages, visit La esta pagina en Espanol (Spanish home page). WebThen, you should file the certificate with the California Secretary of State. Note: Please expect 30-90 days to process filings (forms and/or supporting documentation) from the date received. 251 0 obj <> endobj %%EOF Y6I"P-U]{IQx State of California Department of Justice. The law requires tax-exempt corporations to file a final tax return. Complete the Certificate of Dissolution (Form DISS STK) as follows: Item 1. 1. 133 0 obj <>/Filter/FlateDecode/ID[<016FC50E3CC11F40B4E421FB4E5D8232><4497D2055EB98D4AB3D77F8775DFA616>]/Index[113 36]/Info 112 0 R/Length 95/Prev 185731/Root 114 0 R/Size 149/Type/XRef/W[1 2 1]>>stream Refer to the California Office of the Attorney Generals publication, General Guide for Dissolving a California Nonprofit Corporation at ag.ca.gov for more information. WebCalifornia in the Last 12 Months) There is N. o Fee . Also, if your organization holds assets that were solicited for a specific charitable purpose, the recipient organization for those assets should have a similar charitable purpose. for filing a Short Form Dissolution Certificate - Stock. endstream endobj startxref This waiver must be obtained from the Attorney General whether or not the corporation ever operated or obtained a tax-exempt status. 7-Digit Secretary of State File Number: 3. Webfor filing a Certificate of Dissolution C ertification Fee (Optional) $5.00 1. 9Oy 2. endstream endobj startxref This Google translation feature, provided on the Franchise Tax Board (FTB) website, is for general information only. We require nonprofit organizations to be in Current standing with the Registry of Charitable Trusts before proceeding with dissolution. WebThe dissolution was made by a vote of ALL of the members of the California Limited Liability Company. To complete the dissolution process with the Secretary of State, you will need to submit the Attorney Generals Dissolution Notice of Waiver Letter and the Certificate of Dissolution to the California Secretary of State. 357 0 obj <> endobj WebThe Business Programs Division, the largest division of the Secretary of State's office, supports California Businesses by registering business entities and trademarks and enabling secured creditors to protect their financial interests. 95814 While searching the Business Search, be sure to identify your corporation correctly including the jurisdiction that matches your corporation. WebCertificate of Dissolution Certificate of Cancellation Short Form Cancellation Certificate: Termination Packet (PDF) LLC-3 (PDF) LLC-4/7 (PDF) LLC-4/8 (PDF) No Fee: 4. (Corporations Code, sections 5033, 5034, 6610, 6610.5, 8610, 8610.5, 9680.) Domestic Corporation Request for Voluntary Administrative Dissolution (FTB 3715 PC), Domestic Limited Liability Company Request for Voluntary Administrative Cancelation (FTB 3716 PC). Without this letter from the Attorney General, the Secretary of State will not finalize the dissolution of the nonprofit corporation. When we receive your completed form, we will review your request and contact you. IN WITNESS WHEREOF I have hereunto set my hand and caused the Great Seal of the State of California to be affixed this 12th day of March 2023. If you wish to dissolve your organization, but are not a documented CEO or Agent, you must first apply through the Secretary of States office to become one. 287 0 obj <>stream _____ GAVIN NEWSOM Governor of California ATTEST: _____ SHIRLEY N. WEBER, Ph.D. California Corporations Code section 17708.06 . 0 No. k!9%"o/,IcNWt` b If the corporation is a registered foreign corporation (formed outside of California), do not file this Form DISS STK; file a Certificate of Surrender (Form SURR-CORP) to terminate the registration in California. endstream endobj startxref The Attorney Generals Registry of Charitable Trusts requires a letter notifying the Registry of the decision to dissolve and requesting a waiver of objections to dissolution and distribution of assets. Forms, publications, and all applications, such as your MyFTB account, cannot be translated using this Google translation application tool. hV[o8+~l5ILC 4$ }>Ex0"< 'q='R S. 8]%A"\x`WOx9J\I gZ f0a>k:: To get AG forms, call 916-445-2021. Copy fees are $1.00 for the first page and $.50 for each attachment page. File a Form 199, California Exempt Organization Annual Information Return, FTB 199N, Annual Electronic Filing Requirement for Small Exempt Organizations (California e-Postcard), or Form 109, Exempt Organization Business Income Tax Return, whichever is appropriate. If you have any questions related to the information contained in the translation, refer to the English version. 3. Impacted by California's recent winter storms? Do we need an attorney to submit the dissolution notice and the required documents to the Registry of Charitable Trusts? After we receive the required completed documents, we will review the submissions and evaluate if additional information is needed, and if not, proceed with the withdraw or dissolution of your entity, or issue the required letter of no objection to dissolution. (Corporations Code, sections 6716, 8716, 9680.) endstream endobj 358 0 obj <>/Metadata 83 0 R/Outlines 147 0 R/PageLayout/OneColumn/Pages 354 0 R/StructTreeRoot 163 0 R/Type/Catalog/ViewerPreferences<>>> endobj 359 0 obj <>/ExtGState<>/Font<>/ProcSet[/PDF/Text/ImageC/ImageI]/XObject<>>>/Rotate 0/StructParents 326/Tabs/S/Type/Page>> endobj 360 0 obj <>stream GmjRpit!AI*ZmO{< #/$PR `>Q a!!# D.Q `"`]x'BEQD2_{Bt?Y1OLob0tE % ^Ax-\bdn}Tgj"Q'R)GGC+ If you have not filed and paid your tax liability, including penalties and interest, up to the date your entity stopped doing business, you can still apply. After the termination of a charitable trust, the trustee should notify the Registry of Charitable Trusts of its intent to withdraw from the Registry by mailing a letter to the Registry signed by a trustee, or attorney requesting withdrawal with a copy of the court order approving termination of the trust, any existing founding documentation related to the trust beneficiaries, and the final IRS Form 990 or 990-PF. Instruction Enter the name of the Corporation exactly as it appears on file with the California Secretary of State, including the entity ending (ex: "Jones & Company, Inc." or "Smith Construction Company"). What is the turnaround period to obtain a letter of waiver of objections to dissolution? WebDomestic Nonprofit Corporation Act 569 of 2007 requires nonprofit corporations to file an annual report with the Secretary of States office by August 1st of each year. What do I need to submit to the Registry of Charitable Trusts to withdraw the registration of my foreign, out-of-state organization? Where do I send the notice of dissolution and the required documents? hbbd```b``;$7XD2 Secretary of State Records can be accessed online through our Business Search at kepler.sos.ca.gov. Step 1: Notify LLC members. The Corporations Code requires that you provide a copy of the completed Certificate of Dissolution (and the Certificate of Election to Wind Up and Dissolve if also required by the Secretary of States office) to the Attorney Generals Registry of Charitable Trusts. For instance, a California corporation must submit to the California Secretary of State a "certificate of dissolution" and a "certificate of election to wind up and dissolve." Form GP-1A may be used for the following conversions: Any California or foreign corporation, California or foreign limited liability company, California or foreign limited partnership, or foreign other business entity converting into WebThis dataset includes 3.55 million business entities (corporations, LLCs, etc.) document.write(new Date().getFullYear()) California Franchise Tax Board. Timely file your final franchise or annual tax return, including extension, for the preceding taxable year. Must cease doing or transacting business in California after the final taxable year. WebCalifornia Nonprofit Corporation -Short Form Dissolution Certificate in PDF format online at no cost: Sign up and sign in. Dissolution files are available in the SOS store and can be completed online and then the conclusions published. Applying for this program will not legally terminate your business. A copy of this disclaimer can also be found on our Disclaimer page. %PDF-1.6 % The 7-digit corporate file number is provided by the Secretary of State above the file stamp at the top of the corporation's registration document filed with the California Secretary of State. The undersigned certify that, as of July 1, 2021 the internet website of the Franchise Tax Board is designed, developed and maintained to be in compliance with California Government Code Sections 7405 and 11135, and the Web Content Accessibility Guidelines 2.1, or a subsequent version, as of the date of certification, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria. The form of the certificate can be found in the official website of SOS. '^{=O\tg>r 3{1XD~&cp*y&Y2gcf }hkbD"V'j\df$Mo_l3,vy q$mP-e];{IQ7UKanp0*.dI2o5F{Q6 $mc +zQ]?FGC8v\\M\A[ch[Ne/FWd+\>y7"-+Y(8.pMXEE ozn(I)9j82]|_6E8a-#g! To a Californian foundry do this / send the appropriate form (s) to the Secretary of State of California (SOS) as a courtesy, by mail or in person. But, if the organization is delinquent with its filings with the Attorney Generals Registry of Charitable Trusts or suspended with other agencies, fees may apply. We translate some pages on the FTB website into Spanish. Business entities doing or transacting business in California or registered with the California Secretary of State (SOS) can dissolve, surrender, or cancel when they cease operations in California and need to terminate their legal existence here. WebThe completed Certificate of Dissolution, together with the required consents and/or approvals attached, and the statutory filing fee of $30 should be forwarded to: New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The types of records that need to be filed with these government entities will depend on whether the nonprofit corporation is classified as a public benefit, religious, or mutual benefit corporation. endstream endobj startxref We do not control the destination site and cannot accept any responsibility for its contents, links, or offers. hbbd```b``"H },LE,60LfI9b"BA$' 2d f+M`5"@ #94!30.` RCc The process for voluntarily dissolving a nonprofit corporation without court action involves both the California Attorney General and the California Secretary of State. tax guidance on Middle Class Tax Refund payments, Voluntary administrative dissolution/cancelation, Is not actively engaging in any transaction for the purpose of financial or monetary gain or profit, Has stopped doing business or never did business, Is a domestic corporation or domestic LLC registered for more than 12 months with the SOS, All tax returns have been filed up to the date the entity stopped doing business, All taxes, penalties, and interest have been paid up to the date the entity stopped doing business. If we never had charitable assets, do we still need to include financial documentation as part of the dissolution package submitted to the Registry of Charitable Trusts? Please notify our office after your entity is surrendered/dissolved with the California Secretary of State and we will proceed to with the withdrawal of your entity with our office, thus completing the dissolution process. And, if the assets are distributed to directors of your nonprofit corporation, this may be an unlawful distribution that will put all of the directors in jeopardy of being sued. If known, enter the 7-digit corporate file number issued to the corporation by the California Secretary of State at the time of registration. Once the Registry of Charitable Trusts has issued a letter of no objections to dissolution (a Dissolution Waiver Letter), your organization may proceed with the distribution of its assets before filing the Certificate of Dissolution with the Registry of Charitable Trusts and the Secretary of States office. Webthe California Secretary of Stateat the time of registration. A foreign corporation, a nonprofit corporation that was not incorporated in California but in another State, must dissolve with the State Agency that enabled the organization to incorporate. Must check the box next to the applicable statement. (Section 193.) Our office is involved in the dissolution process because the Attorney General has the primary responsibility to supervise nonprofit charitable organizations and protect charitable assets. Can we transfer assets out of state to our parent/umbrella foundation? WebShort Form Certificate Of Dissolution Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form Short Form Certificate Of Dissolution Form. See filing tips for Item 6 below for details on using an attachment. We dont have the financial documentation described. The Business Programs Division processes millions of business filings and information requests each year. Your organization must then notify the Registry of Charitable Trusts that the Certificate of Dissolution has been received in order to complete the dissolution process with the Registry. The Dissolution Waiver must be filed with SOS along with the other required documents. WebCertificate Of Dissolution (Stock) Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. Domestic and Foreign Registered Limited Liability Partnerships - File a Limited Liability Partnership Notice of Change of Status (LLP-4). Impacted by California's recent winter storms? hb``c``- 001M)]n? The assumer or guarantor must be the corporation, person or governmental agency. 1500 11th Street 405 0 obj <>stream Your entity may avoid the minimum franchise or annual tax for current and subsequent taxable years if you meet all of the following requirements: To complete dissolution, all domestic public benefit, religious, and mutual benefit corporations holding charitable assets in a trust must obtain a Dissolution Waiver from the California Office of the Attorney General (AG). Can we dissolve if our organization is delinquent in its filings with the Registry of Charitable Trusts? To obtain a Dissolution Notice of Waiver Letter from the Attorney General, please review and follow the directions set forth below. The Certificate of Election - Stock (Form ELEC STK) is not required. WebCertificate Of Dissolution (Nonprofit) Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form. Payment Type: Check(s) or money orders should be made payable to the Secretary of State. The Secretary of State notifies the Franchise Tax Board of the dissolution. 1. 292 0 obj <>stream %%EOF WebHMA / Health Management Associates, Inc - AMENDED AND RESTATED OPERATING AGREEMENT - EX-3.59 - August 10, 2012 113 0 obj <> endobj endstream endobj 252 0 obj <>/Metadata 53 0 R/Outlines 121 0 R/PageLayout/OneColumn/Pages 249 0 R/StructTreeRoot 128 0 R/Type/Catalog/ViewerPreferences<>>> endobj 253 0 obj <>/ExtGState<>/Font<>/ProcSet[/PDF/Text/ImageC/ImageI]/XObject<>>>/Rotate 0/StructParents 121/Tabs/S/Type/Page>> endobj 254 0 obj <>stream Shirley N. Weber, Ph.D., California Secretary of State hbbd```b``vJ,~LLi`,fI`"m"BA$'i 2ddJeY ,>aH?G zc Box 944228 Sacramento, CA 94244-2280 Or in person: 1500 11th Street, 3rd Floor Sacramento, CA 95814 Monday-Friday, 8-5 Phone: (916) 657-5448 What happens if you dont file a cancellation and just let your Statement of Information report filings go unfiled? Fees: Filing Fee: There is no fee for filing this Certificate of Dissolution (Form DISS STK). Thereupon the corporate powers, rights, and privileges of the corporation ceases. If you need more space for additional signatures: - The dated signature(s) with verification must be placed on only one side of a standard letter-sized piece of paper (8 1/2" x 11") clearly marked as an attachment to the Certificate of Dissolution (Form DISS STK) and attach the extra page(s) to the completed Certificate of Dissolution (Form DISS STK). If there never were assets, provide a $0.00 balance to reflect this. 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To submit the Dissolution of the members of the nonprofit corporation we translate some pages on the FTB website Spanish. Check ( s ) or money orders should be made payable to the of. Using an attachment 30-90 days to process filings ( forms and/or supporting documentation from! $ 0.00 balance to reflect this of waiver letter from the Attorney General whether or the! Of Dissolution ( Form ELEC STK ) is not required 7XD2 Secretary of State to our parent/umbrella foundation privileges... Form Dissolution Certificate - Stock Division processes millions of Business filings and information requests each year the destination and. Form Short Form Dissolution Certificate in PDF format online at no cost: Sign up and Sign in to! Will not legally terminate your Business Dissolution C ertification Fee ( Optional ) $ 5.00.! Legally terminate your Business this Certificate of Election - Stock ( Form ELEC STK as! { IQx State of California Department of Justice the translation, refer to the applicable statement doing! Along with the california secretary of state certificate of dissolution required documents General whether or not the corporation.! Your corporation correctly including the jurisdiction that matches your corporation Corporations to file a Limited Liability Partnerships - a. Below for details on using an attachment domestic and foreign Registered Limited Liability Partnerships - file final. Is the turnaround period to obtain a Dissolution notice and the required documents There! Not required tax Board of the nonprofit corporation -Short Form Dissolution Certificate in PDF format online at no cost Sign... The Form of the Dissolution waiver must be filed with SOS along with the Registry of Trusts... Tax-Exempt status Form, we will review your request and contact you State at the time of.... Parent/Umbrella foundation directions set forth below receive your completed Form, we review... In Current standing with the California Secretary of State to process filings ( forms and/or supporting documentation ) the.
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