How to Dissolve an LLC in California (2026): Forms LLC-3, LLC-4/7, LLC-4/8 and the $800 Tax

To dissolve an LLC in California, you file a Certificate of Cancellation (Form LLC-4/7) with the Secretary of State, add a Certificate of Dissolution (Form LLC-3) only if the member vote was not unanimous, and file a final Form 568 with the Franchise Tax Board. The state filing is free. The cost that matters is the FTB's $800 annual tax, which keeps running every year until the cancellation and the final return are both done.

California also has a short form cancellation (LLC-4/8) for LLCs that are less than a year old and never started, which avoids the $800 entirely.

At a glance

• State filing fee: $0
• Forms: LLC-4/7 (cancellation); LLC-3 (dissolution, only if not unanimous); LLC-4/8 (short form, new LLCs only)
• FTB: final Form 568 with "final return" box checked; $800 annual tax for the final year unless an exception applies
• Where: bizfile Online (bizfileonline.sos.ca.gov); paper filings are no longer accepted since July 1, 2026
• Timeline: days to two weeks online

Step 1: Vote and pick your form

Check the operating agreement for the required vote. Then:

• All members voted yes: file only Form LLC-4/7, Certificate of Cancellation. It includes a statement that the dissolution was approved by all members.
• Less than all members voted yes (but enough under your operating agreement or the default majority rule): file Form LLC-3, Certificate of Dissolution, then LLC-4/7. They can be filed together.
• LLC is under 12 months old and never started: see the short form below.

Single-member LLCs are "all members," so LLC-4/7 alone is enough.

Step 2: Check short form eligibility (LLC-4/8)

Form LLC-4/8, Short Form Certificate of Cancellation, is for an LLC that:

• Files within 12 months of the date its Articles of Organization were filed
• Has not conducted any business since formation
• Has no debts or liabilities other than tax liabilities
• Has returned any payments received from investors (or had none)
• Has had the cancellation approved by a majority of managers or members
• Has filed, or will file, its final tax return

If all of these are true, the LLC is not subject to the $800 annual tax for that first year. For a founder who formed a California LLC in March, changed plans in June and never opened a bank account, this form saves $800 and a lot of paperwork.

Step 3: Wind up before you file

The LLC-4/7 itself is short: a checkbox confirming the vote to dissolve was unanimous where that applies, a statement about the LLC's tax liability, and the statement that the LLC is canceled. It does not ask you to certify that debts are paid or assets distributed, but do that work first anyway: pay vendors, close Stripe and the bank account after the last tax payment, cancel the lease, and keep written records.

If the LLC collected sales tax, file a final return with the CDTFA and close the seller's permit. If it had employees, file final payroll returns with the EDD and close the employer account. Cancel any city business license.

Step 4: File with the Secretary of State

File through bizfile Online; since July 1, 2026 the Secretary of State no longer accepts termination filings on paper. There is no fee. You will receive a filed-stamped copy; keep it, because the FTB and your bank will both ask for it.

The cancellation is effective on the filing date. If you want it effective on December 31 to keep a clean tax year, file in December and request that date, or file early in January and accept a short final year (see the 15-day rule below).

Step 5: Handle the Franchise Tax Board

This is where California differs from every other state. The FTB does not stop assessing the $800 annual tax just because the Secretary of State filed your cancellation.

File a final Form 568. Check the "final return" box. The return covers the short year ending on the cancellation date and is due by the 15th day of the 3rd month after that date for an LLC taxed as a partnership, or the 15th day of the 4th month for a single-member LLC not owned by a pass-through entity (plus the usual extension rules). If the LLC has gross receipts over $250,000 for the year, the LLC fee is also due on top of the $800.

The $800 for the final year. It is due for the year of cancellation unless:

• You used the short form LLC-4/8, or
• The 15-day rule applies: the LLC's final tax year is 15 days or fewer and it did no business during that period. An LLC that cancels on January 10 and did nothing in January owes no annual tax for that year.

Timing between the two filings. The FTB expects the Secretary of State cancellation and the final return to be filed close together. If you file the cancellation and never file the final return, the FTB keeps the account open and keeps assessing. If you file a final return but never cancel with the SOS, the same thing happens from the other direction. The FTB's rule is to file the cancellation within 12 months of filing the final return; doing both in the same quarter keeps it simple.

Back taxes. If the LLC skipped a year of the $800, the FTB adds penalties and interest. Pay the balance before or with the final return; the SOS does not require an FTB clearance (that requirement ended years ago), but an unpaid FTB balance follows the members.

Step 6: Federal filings

Multi-member LLC: final Form 1065 and K-1s. Single-member owned by a US person: Schedule C. Single-member owned by a non-US person or foreign company: final Form 5472 with a pro forma 1120 ($25,000 penalty if missed). Then send the EIN closure letter: how to cancel an EIN.

Common mistakes in California

• Filing LLC-3 when you did not need to. Unanimous vote means LLC-4/7 alone.
• Cancelling in January without checking the 15-day rule. A January 20 cancellation triggers a full $800 for the new year.
• Assuming "no fee" means "no cost." The $800 and any back taxes are the cost.
• Forgetting the CDTFA seller's permit. An open permit with no returns filed generates its own notices.

Frequently asked questions

How much does it cost to dissolve an LLC in California?

The Secretary of State charges nothing. The cost is the FTB's $800 for the final year plus any back taxes, unless the short form or the 15-day rule applies.

LLC-3 or LLC-4/7?

Unanimous vote: LLC-4/7 only. Otherwise LLC-3 first (or together with LLC-4/7).

What is the short form cancellation?

LLC-4/8, for LLCs under 12 months old that never did business and have no debts other than tax. It avoids the $800 for that year.

Do I still owe the $800 for the year I dissolve?

Usually yes, unless the 15-day rule or the short form applies.

How long does processing take?

A few business days to two weeks, through bizfile Online.

Close your California LLC without paying another $800

CloseWise picks the right form for your vote, has the final Form 568 prepared by a licensed preparer, times the filings so the FTB stops assessing, and handles the federal side including Form 5472 for non-US owners. Start your California closure or check the cost first.