Dissolving A California Corporation

California corporations are subject to the state's annual $800 minimum franchise tax regardless of whether the corporation conducts any business inside or outside of California.  Also, a California corporation must hold and document annual meetings, file an annual Statement of Information with the Secretary of State, and generally comply with other reporting requirements, as well.  In short, it's not good policy to neglect a dormant California corporation.  Thus, if a California corporation is no longer being used, it is often desirable to wind up and dissolve the corporation.

For an uncontested California corporate dissolution of a domestic stock corporation, where all shareholders agree to the wind up and dissolution of the corporation, and where the corporation is in good standing with the California Secretary of State, and there are no other complicating factors in play, the legal fee is generally $495 to dissolve a California corporation.

Dissolutions of California non-profit public benefit or religious corporations are subject to additional legal requirements, but the same legal fee applies in most instances.

The fee is also generally $495 for foreign (out-of-state) corporations that are no longer doing business in California, and wish to surrender their registration with the California Secretary of State permitting them to transact intrastate business.

In order to dissolve the corporation, all federal and California FTB tax returns must be filed; all back taxes must be paid; and all Secretary of State filings must be made and fees paid, but these steps need not be accomplished before enlisting an attorney to guide you through the dissolution process.

For a suspended California corporation, or where the wind up and dissolution is involuntary or contested, the hourly rate of $400+ applies instead of a flat fee.  The hourly rate may also apply in some rare circumstances in which there are a large number of shareholders, creditors, or where the corporation is publicly traded or otherwise highly regulated.

There are no state filing fees for any type of California corporation dissolution or foreign corporation surrender; however, if rush processing of the dissolution is required, an additional $250-750 fee applies, depending on the speediness required.

How do you dissolve your California corporation? By contacting the firm today to start the dissolution process and to avoid the accrual of additional minimum franchise taxes, fees, and annual meeting and reporting requirements.

See also:

How to Dissolve California LLC
Flat fee incorporation

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