Form ELEC STK "Certificate of Election to Wind up and Dissolve - Stock" - California

What Is Form ELEC STK?

This is a legal form that was released by the California Secretary of State - a government authority operating within California. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on December 1, 2016;
  • The latest edition provided by the California Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;

Download a fillable version of Form ELEC STK by clicking the link below or browse more documents and templates provided by the California Secretary of State.

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Download Form ELEC STK "Certificate of Election to Wind up and Dissolve - Stock" - California

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Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
California Stock Corporation
Dissolution Requirements – What Form to File
What form(s) do I file to dissolve my California Stock Corporation?
Form to Use
Requirements
Short Form Dissolution Certificate -
All of the following statements about the California corporation
must be true:
Form DSF STK
a) Was registered in California within the last 12 months;
b) Has no debts or other liabilities, except as provided in Item c;
c) The tax liability will be satisfied on a taxes paid basis or the tax
liability will be assumed;
d) All required California final tax returns have been or will be
filed with the California Franchise Tax Board;
e) No business has been conducted from the date of registration;
f)
No shares have been issued, and if the corporation has
received payments for shares from investors, those payments
have been returned to those investors;
g) The corporation is dissolved; and
h) The assets have been distributed or the corporation acquired
no known assets.
Note: If filing Form DSF STK, Form ELEC STK and Form DISS STK
are not required.
(California Corporations Code section 1900.5.)
Certificate of Election to Wind Up and
• If the California stock corporation cannot answer yes to all of the
Dissolve –
items a) – h) above; and
Form ELEC STK
• If the vote to dissolve was made by less than all the
shareholders.
Note: If the vote to dissolve was made by all of the shareholders and
that fact is stated on Form DISS STK, Form ELEC STK is not
required.
(California Corporations Code section 1901.)
Certificate of Dissolution –
• If the California stock corporation cannot answer yes to all of the
items a) – h) above.
Form DISS STK
Note: If the vote to dissolve was made by less than all of the
shareholders, Form ELEC STK must be filed prior to or together with
Form DISS STK.
(California Corporations Code section 1905.)
The status of the corporation must be active on the records of the California Secretary of State in order to
file dissolution documents. The status of the corporation can be checked online on the Secretary of State's
Business Search at BusinessSearch.sos.ca.gov.
California Secretary of State
Corp Diss/Stock Info (Rev. 12/2016)
Page 1 of 1
www.sos.ca.gov/business/be
(916) 657-5448
Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
California Stock Corporation
Dissolution Requirements – What Form to File
What form(s) do I file to dissolve my California Stock Corporation?
Form to Use
Requirements
Short Form Dissolution Certificate -
All of the following statements about the California corporation
must be true:
Form DSF STK
a) Was registered in California within the last 12 months;
b) Has no debts or other liabilities, except as provided in Item c;
c) The tax liability will be satisfied on a taxes paid basis or the tax
liability will be assumed;
d) All required California final tax returns have been or will be
filed with the California Franchise Tax Board;
e) No business has been conducted from the date of registration;
f)
No shares have been issued, and if the corporation has
received payments for shares from investors, those payments
have been returned to those investors;
g) The corporation is dissolved; and
h) The assets have been distributed or the corporation acquired
no known assets.
Note: If filing Form DSF STK, Form ELEC STK and Form DISS STK
are not required.
(California Corporations Code section 1900.5.)
Certificate of Election to Wind Up and
• If the California stock corporation cannot answer yes to all of the
Dissolve –
items a) – h) above; and
Form ELEC STK
• If the vote to dissolve was made by less than all the
shareholders.
Note: If the vote to dissolve was made by all of the shareholders and
that fact is stated on Form DISS STK, Form ELEC STK is not
required.
(California Corporations Code section 1901.)
Certificate of Dissolution –
• If the California stock corporation cannot answer yes to all of the
items a) – h) above.
Form DISS STK
Note: If the vote to dissolve was made by less than all of the
shareholders, Form ELEC STK must be filed prior to or together with
Form DISS STK.
(California Corporations Code section 1905.)
The status of the corporation must be active on the records of the California Secretary of State in order to
file dissolution documents. The status of the corporation can be checked online on the Secretary of State's
Business Search at BusinessSearch.sos.ca.gov.
California Secretary of State
Corp Diss/Stock Info (Rev. 12/2016)
Page 1 of 1
www.sos.ca.gov/business/be
(916) 657-5448
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
• Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
• Make all checks or money orders payable to the Secretary of State.
• Do not include a $15 counter fee when submitting documents by mail.
Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
Optional Copy and Certification Fees:
• If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person:
(Please type or print legibly)
First Name:
Last Name:
__________________________________________________
_______________________________________________
Phone (optional):
______________________________________________
Entity Information:
(Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number
:
(if applicable)
_____________________________________
Comments:
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Secretary of State Use Only
Address:
T/TR:
City/State/Zip:
AMT REC’D:
$
Doc Submission Cover - Corp (Rev. 09/2016)
Print Form
Clear Form
Instructions for Completing the
Certificate of Election to Wind Up and Dissolve (Form ELEC STK)
(California Stock Corporation ONLY)
To put all on notice that the corporation has elected to wind up and dissolve, a California stock corporation must
complete the Certificate of Election to Wind Up and Dissolve (Form ELEC STK). Before submitting the completed
form, you should consult with a private attorney for advice about your specific business needs.
Form ELEC STK has been created for ease in filing, however, any format may be used, provided it meets
statutory requirements.
The status of the corporation must be active in order to file dissolution documents.
The status of the
corporation can be checked online on the Secretary of State's Business Search at BusinessSearch.sos.ca.gov.
Important Additional Steps to Terminate the Corporation:
1. Completing the Dissolution Process: To complete the dissolution process, the corporation also must file a
Certificate of Dissolution - Stock
(Form DISS
STK). This Form ELEC STK is not required when the vote to
dissolve was made by all of the shareholders and that fact is stated on the Form DISS STK.
2. Final Tax Returns:
See California Franchise Tax Board’s (FTB) Publication 1038 – Guide to Dissolve,
Surrender, or Cancel a California [or Foreign] Business Entity – www.ftb.ca.gov/forms/misc/1038.pdf.
All final returns required under the California Revenue and Taxation Code must be filed timely (Form
100/100S) with the FTB and the $800 minimum franchise tax for the tax year of the final return must be
paid. If final returns are not filed, the corporation will remain FTB active and continue to be subject to the
$800 minimum franchise tax for each taxable year.
For information regarding FTB forms and publications go to
https://www.ftb.ca.gov
or contact the FTB at
(800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the
U.S.).
Fees:
Filing Fee: There is no fee for filing this Certificate of Election to Wind Up and Dissolve (Form ELEC STK).
Faster Service Fee:
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver in
person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee
provides priority service over documents submitted by mail. The special handling fee is not refundable
whether the document is filed or rejected.
-
Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information
about this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
-
Counter and guaranteed expedite services are available only for documents delivered in person (drop off)
to our Sacramento office.
Copies: To get a copy of the filed document, include payment for copy fees when the document is submitted.
Copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional
$5.00 certification fee, per document.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash
by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card
(Visa or MasterCard).
Processing Times: For current processing times, go to
www.sos.ca.gov/business/be/processing-times.
2016 California Secretary of State
ELEC STK Instructions (REV 12/2016)
www.sos.ca.gov/business/be
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the
Certificate of Election to Wind Up and Dissolve (Form ELEC STK) as follows:
Item
Instruction
Tips
1.
Enter the name of the Corporation
• If the corporation is a California nonprofit corporation, do
exactly as it appears on file with the
not file this Form ELEC STK; file a Certificate of Election to
California Secretary of State, including
Wind Up and Dissolve – Nonprofit
(Form ELEC
NP).
the
entity
ending
(ex:
“Jones
&
• If the corporation is a registered foreign corporation (formed
Company, Inc.” or “Smith Construction
outside of California), do not file this Form ELEC STK; file
Company”).
the Certificate of Surrender
(Form
SURR-CORP) to
terminate registration in California.
2.
If known, enter the 7-digit file corporate
• The 7-digit file number is provided by the Secretary of State
number issued to the corporation by
above the file stamp at the top of the corporation’s
the California Secretary of State at the
registration document filed with the California Secretary of
time of registration.
State.
• To ensure you have the correct file number and exact name
of the corporation, look to your registration document filed
with the California Secretary of State and any name change
amendments.
• Secretary of State Records can be accessed online through
our Business Search at BusinessSearch.sos.ca.gov. While
searching the Business Search, be sure to identify your
corporation correctly, including
the
jurisdiction
that
matches your corporation.
3.
You must check the appropriate box
• This Form ELEC STK is not required if the vote to
(check one).
dissolve the corporation was made by ALL of the
shareholders, and that fact
is
stated on
the
Certificate
of
Dissolution
(Form DISS
STK).
• If first box is checked, enter the number of shares that
voted in favor of the dissolution.
Do not enter the
percentage of shares that voted in favor of the dissolution.
• The Certificate of Election to Wind Up and Dissolve puts all
on notice that the corporation has elected to wind up the
business of the corporation and is in the process of paying
liabilities and distributing assets.
• In order to terminate the corporation, the corporation also
must file a Certificate of Dissolution
(Form DISS
STK).
4.
This statement is required by statute
and must not be altered.
5.
You must check the appropriate box
(check one).
2016 California Secretary of State
ELEC STK Instructions (REV 12/2016)
www.sos.ca.gov/business/be
6.
• If the first box of Item 5 was
• Verification requires a statement under penalty of perjury
checked, Form ELEC STK must be
under the laws of the State of California that the matters set
dated, signed and verified by the
forth in the certificate are true and correct of the signor’s
sole director or a majority of the
own knowledge. (Section 193.)
directors now in office;
• To complete the verification, the date must be the date the
• If the second box of Item 5 was
document is signed by each person.
checked, Form ELEC STK must be
dated, signed and verified by the
• If you need more space for additional signatures:
chairperson of the board, president
- The dated signature(s) with verification must be
or vice president and the secretary,
placed on only one side of a standard letter-sized piece
chief
financial
officer,
treasurer,
of paper (8 1/2" x 11") clearly marked as an attachment
assistant
secretary
or
assistant
to the Certificate of Election to Wind Up and Dissolve
treasurer. (Section 173); or
(Form ELEC STK) and attach the extra page(s) to the
• If the third box of Item 5 was
completed Certificate of Election to Wind Up and
checked, Form ELEC STK must be
Dissolve (Form ELEC STK).
dated,
signed
and
verified
by
- The following verification must be included with
Shareholder(s) authorized to sign
additional signatures and date(s) on an attachment: I
this
certificate
by
shareholders
declare under penalty of perjury under the laws of the
holding shares representing at least
State of California that the matters set forth in the
50 percent of the voting power of the
certificate are true and correct of my own knowledge.
above-named corporation.
- All attachments are part of this document.
• Multiple Certificates of Election to Wind Up and Dissolve
(Form ELEC STK) with different signatures will be
returned without being filed.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, if purchased, complete the Mail Submission Cover Sheet. For
the Return Address: enter the name of a designated person and/or company and the corresponding mailing
address. Please note the Mail Submission Cover Sheet will be treated as correspondence and will not be made
part of the filed document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State,
Business Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop off) to
the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA
95814.
This form is filed only in the
Sacramento office.
Return Receipt Requested: It is recommended for proof of submittal that if the Certificate of Election to Wind Up
and Dissolve is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested.
Legal Authority: General statutory filing provisions are found in California Corporations Code section 1901. All
statutory references are to the California Corporations Code.
2016 California Secretary of State
ELEC STK Instructions (REV 12/2016)
www.sos.ca.gov/business/be