Form LLC-3, Certificate of Dissolution

What is Form LLC-3?

Form LLC-3 is California's Certificate of Dissolution for a limited liability company. Filed with the California Secretary of Stateit records that the LLC has elected to dissolve and begin winding up its affairs. It is California's version of the certificate of dissolution other states use, under California's own numbering.

California generally splits LLC closure across two forms: LLC-3the Certificate of Dissolution, which records the decision to dissolve, and LLC-4/7the Certificate of Cancellation, which actually cancels the registration and ends the entity. LLC-3 starts the process; LLC-4/7 finishes it. And California charges no filing fee for either, the expense in California isn't the filing, it's the Franchise Tax Board's $800 annual minimum tax that runs until the LLC is cancelled.

LLC-3 vs. LLC-4/7 vs. LLC-4/8, which you need

California has three LLC-closure forms, and choosing the right combination is the whole task:

• Form LLC-3, Certificate of Dissolution. Records that the LLC has elected to wind up. Filed when the vote to dissolve was made by the required majority but was not unanimous among all members.
• Form LLC-4/7, Certificate of Cancellation. The standard form that cancels the registration and ends the entity. Most operating LLCs file this, with or after LLC-3. When all members vote to dissolve, LLC-4/7 can often be filed alone.
• Form LLC-4/8, Short Form Certificate of Cancellation. A single simpler form for a brand-new LLC that qualifies: filed its Articles of Organization within the last twelve months, never conducted business, has no debts, distributed any assets, and whose members all consent. If you qualify, LLC-4/8 replaces both LLC-3 and LLC-4/7.

When do you actually need LLC-3?

The deciding factor is the member vote. If all members vote to dissolve, California generally lets you skip the separate LLC-3, the LLC-4/7 Certificate of Cancellation can capture that unanimous election on its own. LLC-3 becomes necessary specifically when the dissolution was approved by the required majority but not unanimously. In that case you file LLC-3 to record the dissolution and LLC-4/7 to cancel. So before assuming you need LLC-3, check how your members actually voted, a unanimous vote often simplifies the paperwork to a single form.

The Franchise Tax Board $800 problem

California's free filing hides the real cost. Every California LLC owes an $800 annual minimum franchise tax to the Franchise Tax Board for each year it exists, whether or not it did any business. That runs until the LLC is cancelled, so a dormant California LLC can quietly accumulate $800 a year plus penalties and interest. To dissolve cleanly you generally need to file a final California return with the final-year box checked and be current with the FTB. The filings are free; the FTB standing is the part that actually costs money.

What LLC-3 asks for

In plain terms, the Certificate of Dissolution asks for:

• LLC name and Secretary of State file number, matching the state record exactly.
• The reason for dissolutiontypically that a required majority of members voted to dissolve.
• An election box indicating whether the dissolution was by a vote of all members or a majority.
• An authorized signature from a member, manager or authorized person.

What does it cost, and which agency?

Both LLC-3 and LLC-4/7 are filed with the California Secretary of Stateand the filing fee is $0. There's no charge for the dissolution or the cancellation. Your only California cost is the FTB's $800 annual minimum for each year the LLC 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 standing before filing and pass any state amounts through at cost.

What happens after you file?

Once the Secretary of State accepts the dissolution and cancellation, the LLC's status changes to cancelled and the $800 franchise tax stops accruing going forward. Keep the stamped copies as proof. Then the federal side remains: file your final federal return marked final and close the IRS business account behind your EIN. California's FTB handles state tax only, nothing about the cancellation reaches the IRS, so if the LLC ever obtained an EIN, that federal closure is still yours to complete. The full California walkthrough is on dissolving an LLC in California.

Rather have the California filing handled?

We work out whether you need LLC-4/8 alone, or LLC-3 with LLC-4/7, confirm your Franchise Tax Board standing, prepare the forms to match your record, and re-file free if anything bounces. Closing a California corporation instead? We'll steer you to the right certificate. A specialist is on WhatsApp 24/7 and will tell you which package is genuinely yours, even if that's the $99 or nothing at all.