Form DISS STK, Certificate of Dissolution

What is Form DISS STK?

DISS STK is California's Certificate of Dissolution for a stock corporation. Filed with the California Secretary of Stateit records that the corporation has been dissolved and its affairs wound up, and it ends the corporation's existence in California. It is the corporate counterpart to the LLC's Form LLC-4/7and California's take on the certificate of dissolution other states use.

Like California's LLC filings, DISS STK carries no filing fee. The cost that matters is the Franchise Tax Board's $800 annual minimum, which keeps running until the corporation is dissolved and its final returns are settled. Whether you file DISS STK alone or with a companion form depends on how your shareholders voted, that's the disambiguation below.

DISS STK vs. ELEC STK vs. the short form

California uses up to two forms to dissolve a corporation, plus a shortcut for brand-new ones. Picking the right combination is the whole task:

• ELEC STK, Certificate of Election to Wind Up and Dissolve. Filed when the vote to dissolve was not unanimous among shareholders. It records the election to wind up. If every shareholder voted to dissolve, you skip ELEC STK entirely.
• DISS STK, Certificate of Dissolution. The form that actually dissolves the corporation. When the vote was unanimous, DISS STK is filed on its own. When it was not, DISS STK is filed together with, or after, ELEC STK.
• Short Form Certificate of Dissolution. A single form for a corporation that qualifies: incorporated within the last twelve months, never did business, no debts, no shares issued (or all shareholders consent), and assets distributed. It replaces both DISS STK and ELEC STK for those never-used corporations.

So: brand-new and never traded? Check the short form. Unanimous vote to dissolve? File DISS STK alone. Split vote? ELEC STK first, then DISS STK. Closing a California LLC instead of a corporation? That's Form LLC-4/7not this one.

The Franchise Tax Board $800 problem

As with every California entity, the free filing masks the real cost. A California stock corporation owes the Franchise Tax Board an $800 annual minimum franchise tax for each year it exists, regardless of income, and it keeps accruing until the corporation is dissolved. A dormant corporation left open can build up years of minimum tax plus penalties and interest.

To dissolve cleanly you generally need to:

• File a final California corporate return, with the final-year box checked.
• Be current with the FTB, outstanding minimum tax, penalties and interest cleared.
• File DISS STK within the timeframe California expects relative to that final return.

Every field on DISS STK, explained

In plain English, the Certificate of Dissolution asks for:

• Corporate name and Secretary of State entity number. Both must match the state record exactly.
• Election / vote statement. Confirmation of how dissolution was authorized, whether by unanimous shareholder vote (allowing DISS STK alone) or through a prior ELEC STK.
• Wind-up statements. Representations that the corporation's debts and liabilities have been paid or adequately provided for, and that assets have been distributed.
• Final tax return statement. A representation that a final return has been or will be filed with the Franchise Tax Board.
• Signatures. Signed by the required corporate officers or directors, per California's form instructions.

What does it cost, and which agency gets it?

DISS STK, ELEC STK and the short-form dissolution are all filed with the California Secretary of Stateand every one of them is $0 to file. Your only California cost is the Franchise Tax Board's $800 annual minimum for each year the corporation existed, plus any penalties. Optional counter or expedited handling is available for a separate fee if you file in person.

Fees and FTB rules change; we confirm your exact standing before filing and charge any state amounts at cost.

What happens after you file?

Once the Secretary of State accepts DISS STK, the corporation's status changes to dissolved and the $800 minimum stops accruing going forward. Keep the stamped copy. Then the federal side remains: file IRS Form 966 within 30 days of the dissolution resolution, file your final federal return marked final, and close the IRS business account behind your EIN. California's FTB covers state tax only; the IRS is separate, so the federal closure is still yours to complete.

Why do DISS STK filings get rejected?

• Missing ELEC STKfiling DISS STK alone when the vote to dissolve was not unanimous.
• Wrong formusing the short form when the corporation doesn't qualify, or the LLC form for a corporation.
• Name or entity-number mismatchdetails don't match the Secretary of State record.
• Incomplete wind-up statementsdebt or asset-distribution representations left blank.
• Unauthorized or missing signaturesnot signed by the required officers or directors.
• FTB not currentoutstanding minimum tax that blocks a clean dissolution.

Rather have the California dissolution handled?

We work out whether you need the short form, DISS STK alone, or ELEC STK plus DISS STK, confirm your Franchise Tax Board standing, prepare the forms and the Form 966 guidance, and re-file free if anything bounces. Closing a California LLC instead? We'll point you to LLC-4/7. A specialist is on WhatsApp 24/7 and will tell you which package is genuinely yours.