Form Llc-4/7 - Instructions For Completing The Certificate Of Cancellation printable pdf download

INSTRUCTIONS FOR COMPLETING THE CERTIFICATE OF CANCELLATION (LLC-4/7)

For easier completion, this form is available in a “fillable” version online at the Secretary of State’s website at

The form can be filled in on your computer, printed and mailed to the Secretary of

State, Document Filing Support Unit, P O Box 944228, Sacramento, CA 94244-2280 or can be delivered in person to the Sacramento

office, 1500 11

Street, 3

Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in

black or blue ink. DO NOT ALTER THIS FORM.

FILING FEE: There is no fee for filing a Certificate of Cancellation (LLC-4/7). Send the executed document to the address stated above.

Statutory filing provisions can be found in California Corporations Code sections

17356

or 17455. All statutory references are to the

California Corporations Code, unless otherwise stated.

The Certificate of Cancellation (LLC-4/7) may become effective not more than ninety (90) days after filing the Certificate of Cancellation

(LLC-4/7). If such a future effective date is desired, indicate in a cover letter the month, day, and year upon which the Certificate of

Cancellation is to become effective.

(Section

17056(c).)

This Certificate of Cancellation (LLC-4/7) must be filed in order to cancel your Articles of Organization or Application for Registration, and

your liability for any tax as a limited liability company. A Certificate of Cancellation (meeting statutory requirements) submitted with a current

and valid tax clearance certificate will be filed as a final cancellation. If the Certificate of Cancellation (meeting statutory requirements) is

submitted with a completed Form FTB 3555L, this office will forward the completed Form FTB 3555L to the Franchise Tax Board and the

cancellation will be filed as a “pending cancellation” pending issuance of the tax clearance certificate. Once the tax clearance certificate is

issued, the Franchise Tax Board will forward a copy to the Secretary of State at which time the limited liability company shall cease to exist

as of the date the Certificate of Cancellation was filed in the Secretary of State’s office.

CANCELLATION OF THE ARTICLES OF ORGANIZATION

•

The person authorized to execute the Certificate of Cancellation shall cause to be filed in the office of the California Secretary of

State a Certificate of Cancellation of Limited Liability Company upon completion of the winding up of the affairs of the limited

liability company.

CANCELLATION OF THE REGISTRATION AS A FOREIGN LIMITED LIABILITY COMPANY

•

A Foreign Limited Liability Company may cancel its registration by filing with the California Secretary of State a Certificate of

Cancellation signed by an authorized person. A cancellation does not terminate the authority of the Secretary of State to accept

service of process on the foreign limited liability company with respect to causes of action arising out of the transaction of business

in this state.

Complete the Certificate of Cancellation (Form LLC-4/7) as follows:

Item 1. Enter the file number issued by the California Secretary of State.

Item 2. Enter the name of the Limited Liability Company as registered with the California Secretary of State.

Item 3. Indicate whether the Limited Liability Company is canceling its Articles of Organization pursuant to

Section 17356(b)

of the

California Corporations Code or Registration as a Foreign Limited Liability Company pursuant to

Section 17455

of the California

Corporations Code by checking the appropriate provision.

Item 4. Execution of this document confirms the following statement which has been preprinted on the form and may not be altered: "The

tax liability will be satisfied on a taxes paid basis or a person, limited liability company, or other business entity assumes the tax

liability, if any, of the dissolving limited liability company as security for the issuance of a tax clearance certificate from the

Franchise Tax Board and is responsible for additional taxes or fees, if any, that are assessed under the Revenue and Taxation

Code and become due after the date of the assumption of tax liability." (DO NOT ALTER THIS STATEMENT)

Item 5. Domestic limited liability companies only - Check the appropriate box if a unanimous vote for dissolution pursuant to

Section

17350

of the California Corporations Code was sought.

Item 6. The Certificate of Cancellation (LLC-4/7) may contain other information the managers or members filing the Certificate determine

to include. Attach additional pages if necessary.

Item 7. The Certificate of Cancellation (LLC-4/7) shall be executed with an original signature and title.

If the Certificate of Cancellation (LLC-4/7) is signed by an entity, the person who signs for the entity must note the exact entity

name, his/her name, and his/her position/title.

If the Certificate of Cancellation (LLC-4/7) is signed by an attorney-in-fact, the signature must be followed by the words

“attorney-in-fact for (name of person).”

If the Certificate of Cancellation (LLC-4/7) is signed by a trust the trustee must sign as follows:

, trustee for

trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust

(U/T/A 5-1-94).

Item 8. Enter the name and address of the person or firm to whom a copy of the filing should be returned.

•

For further information contact the Business Filings Section at (916) 657-5448.

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

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