California | Business Law
Legal Question
Dissolution of a CA Corporation
How do I dissolve an old Corporation that should have been dissolved in 1996. The last tax filing was in 1996.
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Read More Answered By: Bryan Whipple |
Re: Dissolution of a CA Corporation After eleven years of not paying taxes or filing officer statements, the Secretary of State will have long ago suspended the corporation, and this effectively ends its existence for most practical purposes. While a lawyer would be too cautious ever to formally advise a client not to go to the time and expense of officially dissolving an old, suspended corporation, I would say that fully 90% of corporations that are shut down or abandoned by their founders are never formally dissolved.
Actually, the process has recently been made much simpler. In general, Corporations Code sections 1900 through 1907 cover voluntary dissolution of ordinary (for profit) corporations, and are worth skimming, but you'll want to focus on 1905 re the certificate of dissolution. Then go to the Secretary of State's Web site at www.ss.ca.gov and enter the business portal and find corporate forms. In the forms list, you'll find forms named ELEC STK, DISS STK, and DSF STK. Look at all three forms, read the instructions, and decide which of them you'll need to fill out and file. |
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