LLC DISS/CANC INFO (REV 09/2006)
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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
5) The domestic LLC has not conducted any business from the time of the filing of the Articles
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. Com