LLC Certificate of Dissolution, Certificate of Cancellation, and Short

Secretary of State

Business Programs Division

Business Entities

1500 11th Street, Sacramento, CA 95814

P.O. Box 944260, Sacramento, CA 94244-2600

For fastest service, file online at bizfileOnline.sos.ca.gov.

• Complete and include this form with your paper submission. This form will not be made part of

the filed document.

• Make all checks or money orders payable to the Secretary of State.

• In-person submissions (excluding Statements of Information): $15 special handling fee. Do not

include a $15 special handling fee when submitting documents by mail.

• All submissions are reviewed in the date order of receipt, with online submissions given priority.

For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates.

• To obtain a certified copy, include certification fees with your submission.

Contact Person (Please type or print legibly):

First Name:

Last Name:

Phone Number:

Entity Information (Please type or print legibly):

Entity Name:

Entity Number (if applicable):

Comments:

Submission Cover Sheet (REV 03/2024)

Note: All correspondence related to your submission will be

sent to the name and address on your check or money order.

Email:

Instructions:

Business Entities Submission Cover Sheet

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Secretary of State

LLC-3

This Space For Office Use Only

Certificate of Dissolution

Limited Liability Company (LLC)

(California LLC ONLY)

There is No Fee for filing a Certificate of Dissolution

Certified Copy Fee (Optional) – $5.00

1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State)

2. LLC Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.)

(Check the applicable statement. This Form LLC-3 is not required when the vote to dissolve was made by all of the members

3. Dissolution

and that fact is noted on the Certificate of Cancellation (Form LLC-4/7).)

The dissolution of this LLC was caused by one of the following circumstances (check one):

The happening of an event as set forth in the Articles of Organization or in the LLC’s written Operating

Agreement.

The vote of 50 percent or more of the voting interests of the members of the LLC or a greater percentage of

the voting interests of members as specified in the Articles of Organization or written Operating Agreement.

The passage of 90 consecutive days during which the LLC has no members, except on the death of a natural

person who is the sole member of the LLC, the status of the member, including a membership interest, may

pass to the heirs, successors and assigns of the member by will or applicable law.

The entry of a decree of judicial dissolution pursuant to California Corporations Code section 17707.03.

The Certificate of Dissolution puts all on notice that the LLC has elected to wind up the business of the LLC and is

in the process of paying liabilities and distributing assets. In order to terminate the LLC, the LLC also must file a

Certificate of Cancellation (Form LLC-4/7).

4. Read and Sign Below (Do not use a computer generated signature.)

By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by

California law to sign.

________________________________________________________________ ______________________________________________

Signature Type or Print Name

________________________________________________________________ ______________________________________________

Signature

Type or Print Name

LLC-3 (REV 05/2024)

2024 California Secretary of State

bizfileOnline.sos.ca.gov

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Secretary of State

LLC-4/7

This Space For Office Use Only

Certificate of Cancellation

Limited Liability Company (LLC)

There is No Fee for filing a Certificate of Cancellation

Certified Copy Fee (Optional) – $5.00

1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State)

2. LLC Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.)

3. Dissolution (California LLCs ONLY: Check the box if the vote to dissolve was made by the vote of ALL the members.)

The dissolution was made by a vote of ALL of the members of the California Limited Liability Company.

Note: If the above box is not checked, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with this

Certificate of Cancellation. (California Corporations Code section 17707.08(a).)

4. Tax Liability Statement (Do not alter the Tax Liability Statement.)

All final returns required under the California Revenue and Taxation Code have been or will be filed with the California

Franchise Tax Board.

5. Cancellation Statement

(Do not alter the Cancellation Statement.)

6. Read and Sign Below (Do not use a computer generated signature.)

By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by

California law to sign.

________________________________________________________________ ________________________________________________

Signature Type or Print Name

________________________________________________________________ ________________________________________________

Signature Type or Print Name

________________________________________________________________ ________________________________________________

Signature Type or Print Name

LLC-4/7 (REV 05/2024)

2024 California Secretary of State

bizfileOnline.sos.ca.gov

For California Limited Liability Companies: Upon the effective date of this Certificate of Cancellation, except as provided in

California Corporations Code Section 17707.06, the Limited Liability Company’s registration is cancelled and its powers, rights, and

privileges will cease in California.

For Out-of-State Limited Liability Companies: Upon the effective date of this Certificate of Cancellation, the Limited Liability

Company's registration is cancelled and its right to conduct intrastate business will cease in California.

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Secretary of State

LLC-4/8

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Short Form Cancellation Certificate

Limited Liability Company (LLC)

ONLY California LLC Formed in California in

the Last 12 Months

There is No Fee for filing a Short Form Cancellation Certificate

Certifi

ed Copy Fee (Optional) – $5.00

1. Limited Liability Company Name (Enter the exact name of the LLC as it is recorded with the California Secretary of State)

2. LLC Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.)

3. Required Statements (Do not alter the Required Statements – ALL must be true to file Form LLC-4/8)

Statements 3(a) – 3(g) are true:

(a) This Short Form Certificate of Cancellation is being filed within twelve (12) months from the date the Articles of

Organization were filed with the California Secretary of State;

(b) The LLC does not have any debts or other liabilities, except as provided in Item 3(c);

California Franchise Tax Board;

(d) The known assets of the LLC remaining after payment of, or adequately providing for, known debts and

liabilities have been distributed or the LLC has acquired no known assets;

(e) The LLC has not conducted any business from the time of the filing of the Articles of Organization;

(f) 50 percent or more of the voting interests of the managers or members voted, or, if no managers or members,

the person or 50 percent or more of the persons signing the Articles of Organization, voted to dissolve the LLC;

and

(g) Payments received by the LLC for interests from investors, if any, have been returned to those investors.

Note: If the LLC cannot say all of these items are true, the LLC cannot file this Short Form Cancellation Certificate

(Form LLC-4/8) and must follow the normal cancellation process. See Certificate of Cancellation (Form LLC-4/7), and

if applicable, Certificate of Dissolution (Form LLC-3).

4. Cancellation Statement

(Do not alter Cancellation Statement)

Upon the effective date of this Short Form Cancellation Certificate, except as provided in California Corporations Code

Section 17707.06, the Limited Liability Company’s registration is cancelled and its powers, rights, and privileges will cease

in California.

5. Read and Sign Below

(Do not use a computer generated signature.)

By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by

California law to sign.

________________________________________________________________ _______________________________________________

Signature Type or Print Name

________________________________________________________________ _______________________________________________

Signature Type or Print Name

LLC-4/8 Instructions (REV 05/2024)

2024 California Secretary of State

bizfileOnline.sos.ca.gov

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