Form LLC-4/8 "Short Form Cancellation Certificate" - California

What Is Form LLC-4/8?

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 May 1, 2017;
  • 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;
  • Fill out the form in our online filing application.

Download a fillable version of Form LLC-4/8 by clicking the link below or browse more documents and templates provided by the California Secretary of State.

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Download Form LLC-4/8 "Short Form Cancellation Certificate" - California

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Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
Limited Liability Company (LLC)
Cancellation Requirements – What Form to File
What form do I file to cancel my Limited Liability Company’s registration in California?
Form to Use
Entity
Requirements
Short Form
ONLY LLCs
All of the following statements about the California LLC must be true in
Cancellation
formed in
order to file Form LLC-4/8:
Certificate -
California
a) Was registered in California within the last 12 months;
(Domestic)
b) Has no debts or other liabilities, except as provided in Item c;
Form LLC-4/8
c) All required California final tax returns have been or will be filed
with the California Franchise Tax Board;
d) The assets have been distributed or acquired no known assets.
e) No business has been conducted from the date of registration;
f)
50 percent or more of the voting interests of the managers or
members voted, or if no managers or members, the person or
50 percent or more of the persons who signed the Articles of
Organization, voted to dissolve; and
g) Any payments received from investors have been returned to
those investors.
Note: If filing Form LLC-4/8, you do not need to file Form LLC-3 and
Form LLC-4/7.
(California Corporations Code section 17707.02.)
Certificate of
LLCs formed in
If the California LLC cannot answer yes to all of the items a) – g) above
Cancellation –
California
and the vote to dissolve was made by ALL the members.
(Domestic)
Must check the box on Form LLC-4/7 indicating the dissolution was
Form LLC-4/7
made by a vote of all the members.
(California Corporations Code section 17707.08.)
LLCs formed
Foreign LLC no longer will be conducting business in California and
outside of
wants to cancel its Registration with the California Secretary of State.
California and
registered in
(California Corporations Code section 17708.06.)
California (Foreign)
A Certificate of
ONLY LLCs
If the California LLC cannot answer yes to all of the items a) – g) above
Dissolution –
formed in
and the vote to dissolve was made by less than all the members.
California
Form LLC-3 must be filed prior to or together with the Certificate of
Form LLC-3
(Domestic)
Cancellation - Form LLC-4/7.
(California Corporations Code section 17707.08.)
The status of the LLC must be active on the records of the California Secretary of State in order to file cancellation
documents. The status of the LLC can be checked online on the Secretary of State's Business Search at
BusiinessSearch.sos.ca.gov.
California Secretary of State
LLC Diss/Canc Info (Rev. 05/2017)
Page 1 of 1
www.sos.ca.gov/business-programs
(916) 657-5448
Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
Limited Liability Company (LLC)
Cancellation Requirements – What Form to File
What form do I file to cancel my Limited Liability Company’s registration in California?
Form to Use
Entity
Requirements
Short Form
ONLY LLCs
All of the following statements about the California LLC must be true in
Cancellation
formed in
order to file Form LLC-4/8:
Certificate -
California
a) Was registered in California within the last 12 months;
(Domestic)
b) Has no debts or other liabilities, except as provided in Item c;
Form LLC-4/8
c) All required California final tax returns have been or will be filed
with the California Franchise Tax Board;
d) The assets have been distributed or acquired no known assets.
e) No business has been conducted from the date of registration;
f)
50 percent or more of the voting interests of the managers or
members voted, or if no managers or members, the person or
50 percent or more of the persons who signed the Articles of
Organization, voted to dissolve; and
g) Any payments received from investors have been returned to
those investors.
Note: If filing Form LLC-4/8, you do not need to file Form LLC-3 and
Form LLC-4/7.
(California Corporations Code section 17707.02.)
Certificate of
LLCs formed in
If the California LLC cannot answer yes to all of the items a) – g) above
Cancellation –
California
and the vote to dissolve was made by ALL the members.
(Domestic)
Must check the box on Form LLC-4/7 indicating the dissolution was
Form LLC-4/7
made by a vote of all the members.
(California Corporations Code section 17707.08.)
LLCs formed
Foreign LLC no longer will be conducting business in California and
outside of
wants to cancel its Registration with the California Secretary of State.
California and
registered in
(California Corporations Code section 17708.06.)
California (Foreign)
A Certificate of
ONLY LLCs
If the California LLC cannot answer yes to all of the items a) – g) above
Dissolution –
formed in
and the vote to dissolve was made by less than all the members.
California
Form LLC-3 must be filed prior to or together with the Certificate of
Form LLC-3
(Domestic)
Cancellation - Form LLC-4/7.
(California Corporations Code section 17707.08.)
The status of the LLC must be active on the records of the California Secretary of State in order to file cancellation
documents. The status of the LLC can be checked online on the Secretary of State's Business Search at
BusiinessSearch.sos.ca.gov.
California Secretary of State
LLC Diss/Canc Info (Rev. 05/2017)
Page 1 of 1
www.sos.ca.gov/business-programs
(916) 657-5448
Instructions for Completing the Short Form Cancellation Certificate (Form LLC-4/8)
(ONLY California LLC Formed in the Last 12 Months)
Short Form Cancellation Certificate (Form LLC-4/8) may be used to cancel Articles of Organization of a California
(domestic) limited liability company (LLC) if it is filed within twelve (12) months from the date the Articles of Organization
were filed with the Secretary of State, and if the LLC can say ALL the required statements set forth in Item 3 are true. If
the LLC cannot say ALL the required statements in Item 3 are true, the LLC must follow the normal cancellation process.
See Certificate of Cancellation
(Form
LLC-4/7) and if applicable, Certificate of Dissolution
(Form
LLC-3). To get Form
LLC-4/7 and/or Form LLC-3, go to www.sos.ca.gov/business/be/forms. Before submitting the completed form, you should
consult with a private attorney for advice about your specific business needs.
Upon filing Form LLC-4/8, the LLC will be terminated and the LLC’s powers, rights and privileges will cease in
California.
The status of the LLC must be active on the records of the California Secretary in order to file cancellation documents.
The status of the LLC can be checked online on the Secretary of State's Business Search at
BusinessSearch.sos.ca.gov.
Fees:
Filing Fee: There is no fee for filing this Short Form Cancellation Certificate (Form LLC-4/8).
Faster Service Fee:
-
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our
Sacramento office.
-
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person
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.
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 copy.
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.
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Short Form
Cancellation Certificate (Form LLC-4/8) as follows:
Item
Instruction
Tips
1.
Enter the name of the LLC exactly as it
• If the LLC is a registered foreign (formed outside of California)
appears on file with the California
LLC, do not file this Form LLC/4/8; file the Certificate of
Secretary of State, including the entity
Cancellation
(Form
LLC-4/7) to terminate the registration in
ending (ex: “Jones & Company, LLC” or
California.
“Smith Construction, a Limited Liability
Company”).
2.
Enter the 12-digit file number issued to the
• The 12-digit file number is provided by the Secretary of State
LLC by the California Secretary of State at
above the file stamp at the top of the LLC’s registration
the time of registration.
document filed with the California Secretary of State.
• To ensure you have the correct file number and exact name of
the LLC, 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 LLC
correctly including the jurisdiction that matches your LLC.
2017 California Secretary of State
LLC-4/8 Instructions (REV 05/2017)
www.sos.ca.gov/business/be
3.
• These required statements must not be
• If ANY of the required statements are not true, the LLC cannot
altered.
file this Short Form Cancellation Certificate (Form LLC-4/8) and
must follow the normal cancellation process. See Certificate of
These required statements ALL must
Cancellation
(Form
LLC-4/7) and if applicable, Certificate of
be true.
Dissolution
(Form
LLC-3).
• To ensure all tax requirements are satisfied, see the
Final Tax
Returns
section below.
4.
This cancellation statement must not be
altered.
5.
This Form LLC-4/8 must be signed by:
• If you need more space for signatures:
• 50 percent or more of the voting
-
Place the additional signatures on only one side of a
interests the members;
standard letter-sized piece of paper (8 1/2" x 11") clearly
marked as an attachment to Form LLC-4/8 and attach the
• If there are no members, by 50 percent
extra page(s) to the completed Form LLC-4/8.
or more of the voting interests of the
-
All attachments are part of this document.
managers, if any; or
• Multiple Form LLC-4/8s with different signatures will be
• If there are no members or managers,
returned without being filed – use only one form.
by the person or 50 percent or more of
the persons who signed the Articles of
• If Form LLC-4/8 is signed by an entity, the person who signs on
Organization (i.e. organizer(s)).
behalf of the entity should note their name and position/title, the
exact entity name and the entity’s relation to the canceling LLC.
Example: If an LLC (“Smith LLC”) is the manager of the
canceling LLC, the signature of the person signing on behalf of
Smith LLC should be reflected as Joe Smith, Manager of Smith
LLC, Manager.
• If Form LLC-4/8 is signed by a trust, the trustee should 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 5-1-1994),
Member.
• Do not use a computer generated signature.
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 944228, Sacramento, CA 94244-2280 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 Short Form Cancellation Certificate (Form
LLC-4/8) 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 17707.02.
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 568 [for LLCs not
classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800 annual
tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB active and
continue to be subject to the $800 annual tax and/or fee.
For information regarding FTB forms and publications visit their website at
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.).
2017 California Secretary of State
LLC-4/8 Instructions (REV 05/2017)
www.sos.ca.gov/business/be
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944228, Sacramento, CA 94244-2280
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 - OBE (Rev. 09/2016)
Print Form
Clear Form
LLC-4/8
Secretary of State
Short Form Cancellation Certificate
Limited Liability Company (LLC)
ONLY California LLC Formed in California in
the Last 12 Months
IMPORTANT —
Read Instructions
before completing this form.
There is No Fee for filing a Short Form Cancellation Certificate
Copy Fees – First page $1.00; each attachment page $0.50;
Certification Fee - $5.00 plus copy fees
This Space For Office Use Only
1. Limited Liability Company Name
2. 12-Digit Secretary of State File Number
(Enter the exact name of the LLC
as it is recorded with the California Secretary of State)
3. Required Statements
(Do not alter the Required Statements – ALL must be true to file Form LLC-4/8)
Statements 3(a) – 3(g) are true:
(a) This Short Form Certificate of Cancellation is being filed within twelve (12) months from the date the
Articles of Organization were filed with the California Secretary of State;
(b) The LLC does not have any debts or other liabilities, except as provided in Item 3(c);
(c) All final tax returns required under the California Revenue and Taxation Code have been or will be filed
with the California Franchise Tax Board;
(d) The known assets of the LLC remaining after payment of, or adequately providing for, known debts and
liabilities have been distributed or the LLC has acquired no known assets.
(e) The LLC has not conducted any business from the time of the filing of the Articles of Organization;
(f) 50 percent or more of the voting interests of the managers or members voted, or, if no managers or
members, the person or 50 percent or more of the persons signing the Articles of Organization, voted to
dissolve the LLC; and
(g) Payments received by the LLC for interests from investors, if any, have been returned to those investors;
Note: If the LLC cannot say all of these items are true, the LLC cannot file this Short Form Cancellation Certificate
(Form LLC-4/8) and must follow the normal cancellation process. See Certificate of Cancellation
(Form
LLC-4/7), and if
applicable, Certificate of Dissolution
(Form
LLC-3).
4. Cancellation Statement
(Do not alter Cancellation Statement)
Upon the effective date of this Short Form Cancellation Certificate, the Limited Liability Company’s registration is
cancelled and its powers, rights and privileges will cease in California.
5. Read and Sign Below
(See instructions
for signature requirements. Do not use a computer generated signature.)
By signing this document, I certify that the information is true and that I am authorized by California law to sign.
________________________________________________________________
_______________________________________________
Signature
Type or Print Name
________________________________________________________________
_______________________________________________
Signature
Type or Print Name
2017 California Secretary of State
LLC-4/8 (REV 05/2017)
Clear Form
Print Form
www.sos.ca.gov/business/be