Instructions For Completing The Certificate Of Cancellation (Form Llc-4/7)

Secretary of State

Business Programs Division

Business Entities, 1500 11th Street, Sacramento, CA 95814

Limited Liability Company

Cancellation Filing Requirements

To cancel the Articles of Organization of a domestic limited liability company (LLC), the

domestic LLC must file a Certificate of Dissolution (Form LLC-3) and Certificate of Cancellation

(Form LLC-4/7). However, if all the members vote to dissolve, only Form LLC-4/7 is required.

To cancel the Application for Registration of a foreign (out of state or country) LLC, the foreign LLC

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

Note: In lieu of the above-mentioned certificates, a domestic LLC can file a Short Form Certificate

of Cancellation (Form LLC-4/8) if the following requirements are met:

1) Form LLC-4/8 is being filed within twelve (12) months from the date the Articles of

Organization were filed with the Secretary of State;

2) The domestic LLC has no debts or other liabilities (other than tax liability);

3) The known assets have been distributed to the persons entitled thereto or no known assets

have been acquired;

4) The final tax return or a final annual tax return has been or will be filed with the Franchise

Tax Board;

5) The domestic LLC has not conducted any business from the time of the filing of the Articles

of Organization;

6) A majority of the managers or members, or if there are no managers or members, the

person or a majority of the persons who signed the Articles of Organization, voted to

dissolve the domestic LLC; and

7) If the domestic LLC received payments for interests from investors, those payments have

been returned to those investors.

Upon the filing of the Certificate of Cancellation (Form LLC-4/7) or Short Form Certificate of

Cancellation (Form LLC-4/8) by the Secretary of State, the Articles of Organization or Application

for Registration of the LLC will be cancelled and the powers, rights and privileges of the LLC will

cease in California.

Filing instructions along with the above-mentioned forms are enclosed. Completed forms can

be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento,

CA 94244-2280 or delivered in person to the Sacramento office, 1500 11th Street, 3rd Floor,

Sacramento, CA 95814. It is recommended for proof of submittal that if the document(s) are

mailed to the Secretary of State, they be sent by Certified Mail with Return Receipt Requested.

Statutory filing requirements are found in California Corporations Code sections

17350.5

and

17356

(domestic limited liability companies) and

17455

(registered foreign limited liability

companies).

California Secretary of State

LLC Diss/Canc Info (Rev. 01/2013)

Page 1 of 1

(916) 657-5448

Instructions For Completing The Certificate Of Cancellation (Form Llc-4/7) - 2013 Page 2

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