Form LLC-4/7, Certificate of Cancellation

What is Form LLC-4/7?

Form LLC-4/7 is California's Certificate of Cancellation for a limited liability company. Filed with the California Secretary of State, it cancels the LLC's registration and ends its existence in California. It is the state's equivalent of the certificate of dissolution that other states use, under California's own numbering.

California splits the job across two forms for most LLCs: the LLC-3 Certificate of Dissolution and the LLC-4/7 Certificate of Cancellation. Dissolution starts the winding-up; cancellation finishes it. Best of all, California charges no filing fee for either, the sting in California is not the filing, it is the Franchise Tax Board's $800 annual minimum tax that keeps running until you close the entity.

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

California has three LLC-closure forms, and picking the right combination is the whole game:

• Form LLC-3, Certificate of Dissolution. Records that the LLC has elected to wind up. Filed when the vote to dissolve was not unanimous among members. When all members vote to dissolve, you can often skip LLC-3 and file only the cancellation.
• Form LLC-4/7, Certificate of Cancellation. The standard form that actually cancels the registration and ends the entity. Most operating LLCs use this, filed with or after LLC-3.
• 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 or liabilities, has distributed any assets, and whose members all consent. If you qualify, LLC-4/8 replaces both LLC-3 and LLC-4/7.

So the decision tree is simple. Newly formed and never traded? Check whether LLC-4/8 short form fits. Otherwise, file LLC-4/7, and add LLC-3 first if your members' vote to dissolve was not unanimous. Closing a California corporation instead? That's a different form entirely, see the DISS STK certificate.

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 earned anything. That obligation continues until the LLC is cancelled, so a dormant California LLC can quietly rack up $800 a year plus penalties and interest.

To cancel cleanly you generally need to:

• File a final California return for the LLC, with the final-year box checked.
• Be current with the FTB, outstanding minimum tax, penalties and interest cleared.
• File the cancellation within the window California expects after your final return.

California does provide narrow relief for LLCs that cancel shortly after forming and truly never did business, but do not assume it applies, confirm your FTB standing before you file.

Every field on LLC-4/7, explained

In plain English, the Certificate of Cancellation asks for:

• LLC name and Secretary of State file number. Both must match the state record exactly, the 12-digit entity number identifies the LLC.
• Dissolution statement. A confirmation that a Certificate of Dissolution (LLC-3) was filed, or that all members voted to dissolve so a separate LLC-3 is not required.
• Final tax return statement. A representation that a final tax return has been or will be filed with the Franchise Tax Board.
• Effective date. Cancellation is generally effective on filing.
• Authorized signature. Signed by a member, manager or other authorized person.

Do I also need to file LLC-3? A three-question check

This is the single question that sends people to the wrong filing, and it resolves in three steps. Work down; stop at the first “yes”.

1. Did the LLC never conduct business, and is it within 12 months of registering? Then you want neither of these forms. File the short-form LLC-4/8 instead, which does the whole job in one filing.
2. Did all members vote to dissolve? Then file LLC-4/7 on its own. A unanimous vote is exactly the case California lets you skip the LLC-3 for, and filing one anyway just adds a document.
3. Anything else, a majority rather than unanimous vote, or dissolution triggered by the operating agreement or a court, and you file LLC-3 first, then LLC-4/7. They can go in together.

How do you file Form LLC-4/7 on bizfile?

The California Secretary of State takes LLC-4/7 through bizfile Online, and online is the route to use: it checks the entity against the state's record as you go, which removes the most common rejection, a name or file number that doesn't match. The official form and its instructions are free on the Secretary of State's LLC forms page, with no account or sign-up needed to download them.

1. Settle the Franchise Tax Board first. File the LLC's final Form 568 with the final-return box checked and pay any balance. The cancellation represents that this has been or will be done, and an LLC that owes the FTB is where cancellations stall.
2. Decide whether LLC-3 comes first. Use the three-question check above. If the vote was not unanimous, file LLC-3 before or with LLC-4/7.
3. Sign in to bizfile Online and find the LLC by name or its 12-digit Secretary of State file number. Confirm the record is the right entity before starting a filing.
4. Start the cancellation filing for that LLC and complete the statements the form asks for: the dissolution statement, the final tax return statement, and the authorized signature.
5. Submit and keep the filed copy. There is no state fee. Save the filed certificate with the company records; it is your proof for the IRS letter, your bank and anyone who asks later.

Paper still works: print the official form, sign it, and mail it to the Secretary of State in Sacramento. It is slower, and a paper filing that bounces for a mismatched file number costs weeks rather than minutes.

The $800 trap is about timing

The Franchise Tax Board's $800 annual tax is owed for each taxable year the LLC exists, and it does not care that the business stopped trading. So the date the cancellation is actually filed matters more than the date you decided to close. An LLC that winds down in autumn but files its cancellation after the new tax year begins can end up owing another full year's $800. If you are closing near year end, file the final return and the cancellation promptly, and confirm with the FTB which years it still expects tax for before you assume the last one is covered.

What does it cost, and which agency gets it?

Both LLC-4/7 and LLC-3 are filed with the California Secretary of State, and the filing fee is $0. There is no charge for the cancellation itself. Your only California cost is the Franchise Tax Board's $800 annual minimum for each year the LLC existed, plus any penalties. The Secretary of State offers optional counter or expedited handling 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 the cancellation, the LLC's status changes to cancelled and the $800 franchise tax stops accruing going forward. Keep the stamped copy 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 your LLC ever obtained an EIN, that federal closure is still yours to complete.

Why do LLC-4/7 filings get rejected?

• Missing LLC-3: filing LLC-4/7 without the required dissolution certificate when the vote was not unanimous.
• Wrong form: using LLC-4/8 short form when the LLC doesn't qualify, or the corporate form for an LLC.
• Name or file-number mismatch: details don't match the Secretary of State record.
• No final-return statement: the FTB final-return representation left incomplete.
• Unauthorized signer: signed by someone without authority for the LLC.
• FTB not current: outstanding minimum tax that blocks a clean cancellation.

Rather have the California filing handled?

We work out whether you need LLC-4/8, or LLC-4/7 with LLC-3, 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.