2019 California Secretary of State bizfilesoscagov - PDF document

1 2019 California Secretary of State bizfi
2019 California Secretary of State bizfile.sos.ca.gov This Space For Office Use Only Limited Liability Company (LLC) IMPORTANT — Read Instructions before completing this form. for filing a Certificate of CancellationCopy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees 1.Limited Liability Company Name(Enter the exact name of the LLC as it is recorded with the California Secretary of State) 2.LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.) 3.Dissolution (California LLCs ONLY: Check the box if the vote to dissolve was made by the vote of ALL the members.) The dissolution was made by a vote of of the members of the California Limited Liability Company. : If the above box is not checked, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with this Certificate of Cancellation. (California Corporations Code section 17707.08(a).) 4.Tax Liability Statement (Do not alter the Tax Liability Statement.) All final returns required under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax Board. 5.Cancellation Statement (Do not alter the Cancellation Statement.) Upon the effective date of this Certificate of Cancellation, the Limited Liability Company’s registration is cancelled and its powers, rights and privileges will cease in California. 6.Read and Sign Below See instructions for signature requirements. Do not use a computer generated signature.) is true and ________________________________________________________________ ________________________________________________ Signature Type or Print Name ________________________________________________________________ ________________________________________________ Signature Type or Print Name ________________________________________________________________ ________________________________________________ Signature Type or Print Name LLC-3 (REV 08/2019) 2019 California Secretary of State bizfile.sos.ca.gov This Space For Office Use Only Limited Liability Company (LLC) IMPORTANT — Read Instructions before completing this form. for filing a Certificate of DissolutionCopy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees 1.Limited Liability Company Name(Enter the exact name of the LLC as it is recorded with the California Secretary of State) 2.LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.) 3.Dissolution Check the applicable statement. This Form LLC-3 is not required when the vote to dissolve was made by all of the membersand that fact is noted on the Certificate of Cancellation (Form LLC-4/7).)The dissolution of this LLC was caused by one of the following circumstances (check one): The happening of an event as set forth in the Articles of Organization or in the LLC’s written OperatinAgreement. The vote of 50 percent or more of the voting interests of the members of the LLC or a greater percentage of sts of members as specified in the Articles of Organization or written Operating Agreement. The passage of 90 consecutive days during which the LLC has no members, except on the death of a natural person who is the sole member of the LLC, the status of the member, including a membership interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The entry of a decree of judicial dissolution pursuant to California Corporations Code section 17707.03The Certificate of Dissolution puts all on notice that the LLC has elected to wind up the business of the LLC and is in the process of paying liabilities and distributing assets. In order to terminate the LLC, the LLC also llation (Form LLC-4/7) 4.Read and Sign Below See instructions for signature requirements. Do not use a computer generated signature.) is true and ________________________________________________________________ ______________________________________________ Signature Type or Print Name ________________________________________________________________ ______________________________________________ Type or Print Name �� Secretary of State Business Programs DivisionBusiness Entities1500 11th Street, Sacramento, CA 95814 Submission Cover Sheet Instructions: Secretarysubmissions: $15 sos.ca.gov/business/bOptional Copyand Cetification Fees: If applicable, include optional copy and certification fees with your submission.For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting. Contact Person(Please type or print legibly)First Name:Last Name: Phone (optional) : ________________________________ ______________ Entity Information:(Please type or print legibly)Name:Entity Number (if applicable)Comments: _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ Return Address:For written communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. Secretary of State Use Only T/TR: AMT REC’D:$ Name:Company:Address: Instructions for Completing the Certificate of Dissolution(Form LLC-3) (California LLC ONLY) To putn noticthatalifornilimitliabilityompanyLLC)electedup the businesshe LLC,ustomplete the Certificateofissolutionorm3).Before submittithe completed form,you should consultwita privatattorneydvice aboutyourpecificusinesseds.mportantdditionaltepserminateLC Completing the Cancellation Process: To complete the cancellation process, the LLC also must file a Certificate ofCancellation (Form LLC-4/7). This Form LLC-3 is not required when the vote to dissolve was made by all of themembers and that fact is stated on the Form LLC-4/7.Final Tax Returns: See California Franchise Tax Board’s (FTB) Publication 1038 – Guide to Dissolve, Surrender, orCancel a California [or Foreign] Business Entity –All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCsnot classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800annual tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTBactive and continue to be subject to the $800 annual tax and/or fee.For information regarding FTB forms and publications visit their website at contact theFTBat (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 Dissolution (Form LLC-3).Faster Service Fee:-Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to ourSacramento office.-Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in personyour completed document at our Sacramento office. The $15.00 counter drop off priority serviceover documents submitted by mail. The special handling fee is not refundable whether the document is filed orrejected.-Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within aguaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information aboutthis faster processing service through our Preclearance and Expedited Filing Services, go to Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 forhe first$.50h attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.Ifyou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateDissolutionormLC-3asllows: Item Instruction Tips Enter the name of the LLCexactly as it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).If the LLC is a registered foreign (formed outside of California) LLC, do not file this Form LLC3; file the Certificate of Cancellation Form LLC4/7) to termina

2 te registration inalifornia. 0 201 Calif
te registration inalifornia. 0 201 California Secretary of State Instructions for Completing the Certificate of Cancellation (Form LLC4/7)To terminate(cancel)a limited liability company (LLC), complete the Certificate of Cancellation (Form LLC4/7). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. Fees: Filing Fee: There is no fee for filing this Certificate of Cancellation (Form LLC-4/7).Faster Service Fee:-Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to ourSacramento office.-Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in personyour completed document at our Sacramento office. The $15.00 counter drop off priority serviceover documents submitted by mail. The special handling fee is not refundable whether the document is filed orrejected.-Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within aguaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information aboutthis faster processing service through our Preclearance and Expedited Filing Services, go to Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 forhe first$.50h attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.Ifyou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateCancellationormLC4/7)as follows: Item Instruction Tips Enter the name of the LLCexactlyas it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).Some foreign LLCsmay have registered using an alternate name. Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration The 12-digit file number is provided by the Secretary of Stateabove the file stamp at the top of the LLC’s registrationdocument filed with the California Secretary of State.To ensure you have the correct file number and exact name ofthe LLC, look to your registration document filed with theCalifornia Secretary of State and any name changeamendments.Secretary of State Records can be accessed online through ourBusiness Search atWhilesearching the Business Search, be sure to identify your LLCcorrectly including the jurisdiction that matches your LLC. 201 California Secretary of State For California LLCs ONLY:Check the box only if the vote to dissolve was made by the vote of all the members.If the dissolution was made by the vote of ALLthe membersthe California LLC, check the box. The Certificate of Dissolution(Form LLC3) is not required.If the box is not checked, a Certificate of DissolutionForm LLC-3) must be filed prior to or together with this Form4/7. This statement should not be altered.To ensure that all tax requirements are satisfied, see theFinal Tax Returns ection below. This cancellation statement must not be altered. For California LLCsThis Form LLC4/7 must be signed by the managers,unless the LLC has had no membersfor 90 consecutive days, in which casethe form must be signed by theperson(s) authorized to pay liabilities,distribute assets and terminate theLLC.For registered foreign LLCsThisForm LLC4/7must be signed by aperson authorized to do so under thelaws of the foreign jurisdiction. If you need more space for signature:lace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC4/7 and attach ttra page(s) to the completed Form LLC4/7.All attachments are part of this document.Multiple Form LLC4/7s with different signatureswill bereturned without being filed – use only one form.If Form LLC4/7 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, tt entity name and the entity’s relation to the canceling xample: If aLLC(“Smith LLC”) is the manager of thanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of Smit, ManagerIf Form LLC4/7 is signed by a trust, the trustee should sign asfollows: , trustee for trusincluding the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-Do notuse a computer generated signature. MailubmissionoverSheet (Optional)makitasiereceive communication related to thisocumentincluding receiptthe copyhe filedument,ifurchased,completMailSubmission Coverheet. ForReturAddress:name ofa designated person and/orompanyand theorresponding mailingdress. Please MailSubmission CoverSheetwille treatedorrespondencewille made parthe filed document.office,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.Itecommended forubmittalCertificate ofancellation (Form4/7)ailedSecretaryStatbyCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17707.08(California limited liabilityompanies)17708.06(registeredoreign limited liabilityompanies). All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCs notclassified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800 annualtax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB active andcontinue to be subject to the $800 annual tax and/or fee.For information regarding FTB forms and publications visit their website at or contact the FTB at852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.). tate Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration. The 12-digit file number is provided by the Secretary of Stateabove the file stamp at the top of the LLC’s registrationdocument filed with the California Secretary of State.To ensure you have the correct file number and exact name ofthe LLC, look to your registration document filed with theCalifornia Secretary of State and any name changeamendments.Secretary of State Records can be accessed online through ourBusiness Search at Whilesearching the Business Search, be sure to identify your LLCcorrectly including the jurisdiction that matches your LLC. You must check the appropriate box check oneThis Form LLCis not requiredif the vote to dissolve wasmade by ALLof the membersand that fact is stated on theCertificate of CancellationForm LLC4/7Form LLC-3 puts all on notice that the LLC has elected towind up the business of the LLC and is in the process of payingliabilities and distributing assets.In order to terminate the LLC, the LLC also must file aCertificate of Cancellation(Form LLC4/7) orm LLC-3 must be signed by the managers, unless the LLC has had no members for 90 consecutive days, in which case the form must be signed by the person(s) authorized to pay liabilities, distribute assets and terminate the LLC. If you need more space for signatureslace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC3 and attach thtra page(s) to the completed Form LLCAll attachments are part of this document.Multiple Form LLC3s with different signatureswill be returnedwithout being filed – use only one formIf Form LLC3 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theexact entity name and the entity’s relation to the dissolving LLC.Example: If the LLC (“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, Manager.If Form LLC-3 is signed by a trust, the trustee should sign asfollows: , trustee fortrust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-Membernotuse a computer generated signature. office,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.Returneceipt Requested: Itecommended forubmittalifCertificatDissolution(Form-3mailed tSecretaryState,byCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17702.0317707.0117707.0417707.08 0 Secretarybizfile.sos.ca.gov Secretary of StateBusiness Pr

3 ograms DivisionBusiness Entities, 1500 1
ograms DivisionBusiness Entities, 1500 11th Street, Sacramento, CA 95814 Limited Liability Company (LLC)Cancellation Requirements – What Form to FileWhat form do I file to cancel my Limited Liability Company’s registration in California? Form to Use Entity Requirements Short Form Cancellation Certificate - Form LLC4/8ONLYLLCs formed in California (Domestic)Allof the following statements about the California LLC must be truein order to file Form LLC4/8: Was registered in Californiawithin thelast 12 monthsHas no debts or other liabilities, except as provided in Item c;All required California final tax returns have been or will be filedwith the California Franchise Tax Board;The assets have been distributed or acquired no known assets.business has been conducted from the date of registration50 percent or more of the voting interests of the managers ormembers voted, or if no managers or members, the person or50 percent or moreof the persons who signed the Articles ofOrganization,voted to dissolve; andAny payments received from investors have been returned tothose investors.Note: If filing Form LLC4/8, you do not need to fileForm LLC3 and Form LLC4/7. California Corporations Code section17707.02 Certificate of Cancellation – Form LLC4/7LLCs formed in California (Domestic)If the California LLC cannot answer yes to all of the items a) – g) above andthe vote to dissolve was made by ALLthe members.Must check the boxon Form LLC4/7indicating the dissolution was made by a vote of allthe members.California Corporations Code section17707.08 LLCs formed outside of California and registered in California(Foreign)Foreign LLC no longer will be conducting business in California wants to cancel its Registration with the California Secretary of State.California Corporations Code section17708.06 A Certificate of Dissolution – Form LLC-3ONLYLLCs formed in California (Domestic)If the California LLC cannot answer yes to all of the items a) – g) above andthe vote to dissolve was madeby less than allthe members.Form LLC3 must be filed prior to or together with the Certificate of Cancellation - Form LLC4/7.California Corporations Code section17707.08 The status of the LLC must be activeon the records of the California Secretary of State in order to file cancellation The status of the can be checked online on the Secretary of State's Business Search at Page1 of 1 For California LLCs ONLY:Check the box only if the vote to dissolve was made by the vote of all the members.If the dissolution was made by the vote of ALLthe membersthe California LLC, check the box. The Certificate of Dissolution(Form LLC3) is not required.If the box is not checked, a Certificate of DissolutionForm LLC-3) must be filed prior to or together with this Form4/7. This statement should not be altered.To ensure that all tax requirements are satisfied, see theFinal Tax Returns section below. This cancellation statement must not be altered. For California LLCsThis Form LLC4/7 must be signed by the managers,unless the LLC has had no membersfor 90 consecutive days, in which casethe form must be signed by theperson(s) authorized to pay liabilities,distribute assets and terminate theLLC.For registered foreign LLCsThisForm LLC4/7must be signed by aperson authorized to do so under thelaws of the foreign jurisdiction. If you need more space for signature:lace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC4/7 and attach theextra page(s) to the completed Form LLC4/7.All attachments are part of this document.Multiple Form LLC4/7s with different signatureswill bereturned without being filed – use only one form.If Form LLC4/7 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theact entity name and the entity’s relation to the canceling Example: If aLLC(“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, ManagerIf Form LLC4/7 is signed by a trust, the trustee should sign asfollows: , trustee for trust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-MemberDo notuse a computer generated signature. mailed to Secretaryoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.Itecommended forubmittalCertificate ofancellation (Form4/7)ailedSecretaryStatbyCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17707.08(California limited liabilityompanies)17708.06(registeredoreign limited liabilityompanies). All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCs notclassified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800 annualtax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB active andcontinue to be subject to the $800 annual tax and/or fee.For information regarding FTB forms and publications visit their website at or contact the FTB at852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.). tate Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration. registrationcessed onliBusinessSearch.sos.ca.govincluding the jurisdiction that You must check the appropriate box check oneThis Form LLCis not requiredif the vote to dissolve wasmade by ALLof the membersand that fact is stated on theCertificate of CancellationForm LLC4/7Form LLC-3 puts all on notice that the LLC has elected towind up the business of the LLC and is in the process of payingliabilities and distributing assets.In order to terminate the LLC, the LLC also must file aCertificate of Cancellation(Form LLC4/7) orm LLC-3 must be signed by the managers, unless the LLC has had no members for 90 consecutive days, in which case the form must be signed by the person(s) authorized to pay liabilities, distribute assets and terminate the LLC. If you need more space for signatureslace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC3 and attach theextra page(s) to the completed Form LLCAll attachments are part of this document.Multiple Form LLC3s with different signatureswill be returnedwithout being filed – use only one formIf Form LLC3 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theexact entity name and the entity’s relation to the dissolving LLC.Example: If the LLC (“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, Manager.If Form LLC-3 is signed by a trust, the trustee should sign asfollows: , trustee fortrust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-Membernotuse a computer generated signature. with the applicable feesoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.Returneceipt Requested: Itecommended forubmittalifCertificatDissolution(Form-3mailed tSecretaryState,byCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17702.0317707.0117707.0417707.08 (REV 0 Secretarybizfile.sos.ca.gov For California LLCs ONLY:Check the box only if the vote to dissolve was made by the vote of all the members.If the dissolution was made by the vote of ALLthe membersthe California LLC, check the box. The Certificate of Dissolution(Form LLC3) is not required.If the box is not checked, a Certificate of DissolutionForm LLC-3) must be filed prior to or together with this Form4/7. This statement should not be altered.To ensure that all tax requirements are satisfied, see theFinal Tax Returns section below. This cancellation statement must not be altered. For California LLCsThis Form LLC4/7 must be signed by the managers,unless the LLC has had no membersfor 90 consecutive days, in which casethe form must be signed by theperson(s) authorized to pay liabilities,distribute assets and terminate theLLC.For registered foreign LLCsThisForm LLC4/7must be signed by aperson authorized to do so under thelaws of the foreign jurisdiction. If you need more space for signature:lace the additional signatures on

4 only one side of astandard lettersized
only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC4/7 and attach theextra page(s) to the completed Form LLC4/7.All attachments are part of this document.Multiple Form LLC4/7s with different signatureswill bereturned without being filed – use only one form.If Form LLC4/7 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theact entity name and the entity’s relation to the canceling Example: If aLLC(“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, ManagerIf Form LLC4/7 is signed by a trust, the trustee should sign asfollows: , trustee for trust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-MemberDo notuse a computer generated signature. mailed to Secretaryoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.ecommended forubmittalCertificate ofancellation (Form4/7)ailedSecretaryStatbyCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17707.08(California limited liabilityompanies)17708.06(registeredoreign limited liabilityompanies).Guide to Dissolve, and Taxation Code must tate Instructions for Completing the Certificate of Cancellation (Form LLC4/7)To terminate(cancel)a limited liability company (LLC), complete the Certificate of Cancellation (Form LLC4/7). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. Fees: ancellationerviceervices,www.sos.ca.gov/business/b Copies:To geta copyhe filed document,nclpaymentopywhen theubmitted. Copyare $1.00 forhe first$.50h attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.ymentwww.sos.ca.gov/business/byou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateCancellationormLC4/7)as follows: Item Instruction Tips Enter the name of the LLCexactlyas it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).Some foreign LLCsmay have registered using an alternate name. Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration egistrationcessed onliearch atBusinessSearch.sos.ca.govincluding the jurisdiction that 201 California Secretary of State For California LLCs ONLY:Check the box only if the vote to dissolve was made by the vote of all the members.If the dissolution was made by the vote of ALLthe membersthe California LLC, check the box. The Certificate of Dissolution(Form LLC3) is not required.If the box is not checked, a Certificate of DissolutionForm LLC-3) must be filed prior to or together with this Form4/7. This statement should not be altered.To ensure that all tax requirements are satisfied, see theFinal Tax Returns section below. This cancellation statement must not be altered. For California LLCsThis Form LLC4/7 must be signed by the managers,unless the LLC has had no membersfor 90 consecutive days, in which casethe form must be signed by theperson(s) authorized to pay liabilities,distribute assets and terminate theLLC.For registered foreign LLCsThisForm LLC4/7must be signed by aperson authorized to do so under thelaws of the foreign jurisdiction. If you need more space forsignature:lace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC4/7 and attach theextra page(s) to the completed Form LLC4/7.All attachments are part of this document.Multiple Form LLC4/7s with different signatureswill bereturned without being filed – use only one form.If Form LLC4/7 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theact entity name and the entity’s relation to the canceling Example: If aLLC(“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, ManagerIf Form LLC4/7 is signed by a trust, the trustee should sign asfollows: , trustee for trust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-MemberDo notuse a computer generated signature. eceive communication related to mailed to Secretaryoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.ecommended forubmittalCertificate ofancellation (Form4/7)ailedSecretaryStatbyCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17707.08(California limited liabilityompanies)17708.06(registeredoreign limited liabilityompanies).Guide to Dissolve, and Taxation Code must tate Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration. registrationcessed onliBusinessSearch.sos.ca.govincluding the jurisdiction that You must check the appropriate box check oneThis Form LLCis not requiredif the vote to dissolve wasmade by ALLof the membersand that fact is stated on theCertificate of CancellationForm LLC4/7Form LLC-3 puts all on notice that the LLC has elected towind up the business of the LLC and is in the process of payingliabilities and distributing assets.In order to terminate the LLC, the LLC also must file aCertificate of Cancellation(Form LLC4/7) orm LLC-3 must be signed by the managers, unless the LLC has had no members for 90 consecutive days, in which case the form must be signed by the person(s) authorized to pay liabilities, distribute assets and terminate the LLC. If you need more space for signatureslace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC3 and attach theextra page(s) to the completed Form LLCAll attachments are part of this document.Multiple Form LLC3s with different signatureswill be returnedwithout being filed – use only one formIf Form LLC3 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theexact entity name and the entity’s relation to the dissolving LLC.Example: If the LLC (“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, Manager.If Form LLC-3 is signed by a trust, the trustee should sign asfollows: , trustee fortrust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-Membernotuse a computer generated signature. with the applicable feesoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.Returneceipt Requested: Itecommended forubmittalifCertificatDissolution(Form-3mailed tSecretaryState,byCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17702.0317707.0117707.0417707.08 (REV 0 Secretarybizfile.sos.ca.gov Instructions for Completing the Certificate of Dissolution(Form LLC-3) (California LLC ONLY) To putn noticthatalifornilimitliabilityompanyLLC)electedup the businesshe LLC,ustomplete the Certificateofissolutionorm3).Before submittithe completed form,you should consultwita privatattorneydvice aboutyourpecificusinesseds.mportantdditionaltepserminateLC vote to dissolvSee California Franchise Taxe Tax Foreign] Business Entity – https://www.ftb.ca.gov/forms/misc/1038.html.•All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCsnot classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800annual tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTBactive and continue to be subjectvisitFees: in personSacramento office.www.sos.ca.gov/business/b Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 forhe first$.50h attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.lso mayIfyou areompleting thisorm

5 ine,leasetypeoregiblyrint in blackue ink
ine,leasetypeoregiblyrint in blackue ink.CompleteertificateDissolutionormLC-3asllows: Item Instruction Tips Enter the name of the LLCexactly as it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).If the LLC is a registered foreign (formed outside of California) LLC, do not file this Form LLC3; file the Certificate of Cancellation Form LLC4/7) to terminate registration inalifornia. 20 California Secretary of State Instructions for Completing the Certificate of Cancellation (Form LLC4/7)To terminate(cancel)a limited liability company (LLC), complete the Certificate of Cancellation (Form LLC4/7). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. Fees: ancellationerviceervices,www.sos.ca.gov/business/b Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 forhe first$.50h attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.ymentIfyou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateCancellationormLC4/7)as follows: Item Instruction Tips Enter the name of the LLCexactlyas it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).Some foreign LLCsmay have registered using an alternate name. Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration egistrationcessed onliBusinessSearch.sos.ca.govincluding the jurisdiction that 20 California Secretary of State 20 California Secretary of State bizfile.sos.ca.gov This Space For Office Use Only Limited Liability Company (LLC) IMPORTANT — Read Instructions before completing this form. for filing a Certificate of CancellationCopy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees 1.Limited Liability Company Name(Enter the exact name of the LLC as it is recorded with the California Secretary of State) 2.LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.) 3.Dissolution (California LLCs ONLY: Check the box if the vote to dissolve was made by the vote of ALL the members.) The dissolution was made by a vote of of the members of the California Limited Liability Company. : If the above box is not checked, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with this Certificate of Cancellation. (California Corporations Code section 17707.08(a).) 4.Tax Liability Statement (Do not alter the Tax Liability Statement.) All final returns required under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax Board. 5.Cancellation Statement (Do not alter the Cancellation Statement.) Upon the effective date of this Certificate of Cancellation, the Limited Liability Company’s registration is cancelled and its powers, rights and privileges will cease in California. 6.Read and Sign Below See instructions for signature requirements. Do not use a computer generated signature.) By signing, I affirm under penalty of perjury that the information is true and correct and that I am authorized by California law to sign. ________________________________________________________________ ________________________________________________ Signature Type or Print Name ________________________________________________________________ ________________________________________________ Signature Type or Print Name ________________________________________________________________ ________________________________________________ Signature Type or Print Name For California LLCs ONLY:Check the box only if the vote to dissolve was made by the vote of all the members.If the dissolution was made by the vote of ALLthe membersthe California LLC, check the box. The Certificate of Dissolution(Form LLC3) is not required.If the box is not checked, a Certificate of DissolutionForm LLC-3) must be filed prior to or together with this Form4/7. This statement should not be altered.To ensure that all tax requirements are satisfied, see theFinal Tax Returns section below. This cancellation statement must not be altered. For California LLCsThis Form LLC4/7 must be signed by the managers,unless the LLC has had no membersfor 90 consecutive days, in which casethe form must be signed by theperson(s) authorized to pay liabilities,distribute assets and terminate theLLC.For registered foreign LLCsThisForm LLC4/7must be signed by aperson authorized to do so under thelaws of the foreign jurisdiction. If you need more space for signature:lace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC4/7 and attach theextra page(s) to the completed Form LLC4/7.All attachments are part of this document.Multiple Form LLC4/7s with different signatureswill bereturned without being filed – use only one form.If Form LLC4/7 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theact entity name and the entity’s relation to the canceling Example: If aLLC(“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, ManagerIf Form LLC4/7 is signed by a trust, the trustee should sign asfollows: , trustee for trust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-MemberDo notuse a computer generated signature. eceive communication related to Please notmailed to Secretaryoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.ecommended forubmittalCertificate ofancellation (Form4/7)ailedSecretaryStatbyCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryliprovisionsin CaliforniCorporationsode section 17707.08(California limited liabilityompanies)17708.06(registeredoreign limited liabilitypanies).Guide to Dissolve, and Taxation Code must 20 California Secretary of State Signature 20 California Secretary of State bizfile.sos.ca.gov This Space For Office Use Only Limited Liability Company (LLC) IMPORTANT — Read Instructions before completing this form. for filing a Certificate of DissolutionCopy Fees – First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees 1.Limited Liability Company Name(Enter the exact name of the LLC as it is recorded with the California Secretary of State) 2.LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.) 3.Dissolution Check the applicable statement. This Form LLC-3 is not required when the vote to dissolve was made by all of the membersand that fact is noted on the Certificate of Cancellation (Form LLC-4/7).)The dissolution of this LLC was caused by one of the following circumstances (check one): The happening of an event as set forth in the Articles of Organization or in the LLC’s written Operating The vote of 50 percent or more of the voting interests of the members of the LLC or a greater percentage of the voting interests of members as specified in the Articles of Organization or written Operating Agreement. The passage of 90 consecutive days during which the LLC has no members, except on the death of a naturperson who is the sole member of the LLC, the status of the member, including a membership interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The entry of a decree of judicial dissolution pursuant to California Corporations Code section 17707.03. rtificate of Dissolution puts all on notice that the LLC has elected to wind up the business of the LLC and is in the process of paying liabilities and distributing assets. In order to terminate the LLC, the LLC also llation (Form LLC-4/7) 4.Read and Sign Below See instructions for signature requirements. Do not use a computer generated signature.) By signing, I affirm under penalty of perjury that the information is true and correct and that I am authorized by California law to sign. ________________________________________________________________ ______

6 ________________________________________
________________________________________ Signature Type or Print Name ________________________________________________________________ ______________________________________________ Type or Print Name Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration. registrationcessed onliBusinessSearch.sos.ca.govincluding the jurisdiction that You must check the appropriate box check oneThis Form LLCis not requiredif the vote to dissolve wasmade by ALLof the membersand that fact is stated on theCertificate of CancellationForm LLC4/7Form LLC-3 puts all on notice that the LLC has elected towind up the business of the LLC and is in the process of payingliabilities and distributing assets.In order to terminate the LLC, the LLC also must file aCertificate of Cancellation(Form LLC4/7) orm LLC-3 must be signed by the managers, unless the LLC has had no members for 90 consecutive days, in which case the form must be signed by the person(s) authorized to pay liabilities, distribute assets and terminate the LLC. If you need more space for signatureslace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC3 and attach theextra page(s) to the completed Form LLCAll attachments are part of this document.Multiple Form LLC3s with different signatureswill be returnedwithout being filed – use only one formIf Form LLC3 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theexact entity name and the entity’s relation to the dissolving LLC.Example: If the LLC (“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, Manager.If Form LLC-3 is signed by a trust, the trustee should sign asfollows: , trustee fortrust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-Membernotuse a computer generated signature. cowith the applicable feesoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.Returneceipt Requested: Itecommended forubmittalifCertificatDissolution(Form-3mailed tSecretaryState,byCertified Mailwith Return ReceiptRequested.Legaluthority:Generaltatutoryiliprovisionsin CaliforniCorporationsode section 17702.0317707.0117707.0417707.08 20 California Secretary o Secretary of StateBusiness Programs DivisionBusiness Entities, 1500 11th Street, Sacramento, CA 95814 Limited Liability Company (LLC)Cancellation Requirements – What Form to FileWhat form do I file to cancel my Limited Liability Company’s registration in California? Form to Use Entity Requirements Short Form Cancellation Certificate - Form LLC4/8ONLYLLCs formed in California (Domestic)Allof the following statements about the California LLC must be truein order to file Form LLC4/8: Was registered in Californiawithin thelast 12 monthsHas no debts or other liabilities, except as provided in Item c;All required California final tax returns have been or will be filedwith the California Franchise Tax Board;The assets have been distributed or acquired no known assets.business has been conducted from the date of registration50 percent or more of the voting interests of the managers ormembers voted, or if no managers or members, the person or50 percent or moreof the persons who signed the Articles ofOrganization,voted to dissolve; andAny payments received from investors have been returned tothose investors.Note: If filing Form LLC4/8, you do not need to fileForm LLC3 and Form LLC4/7. California Corporations Code section17707.02 Certificate of Cancellation – Form LLC4/7LLCs formed in California (Domestic)If the California LLC cannot answer yes to all of the items a) – g) above andthe vote to dissolve was made by ALLthe members.Must check the boxon Form LLC4/7indicating the dissolution was made by a vote of allthe members.California Corporations Code section17707.08 LLCs formed outside of California and registered in California(Foreign)Foreign LLC no longer will be conducting business in California wants to cancel its Registration with the California Secretary of State.California Corporations Code section17708.06 A Certificate of Dissolution – Form LLC-3ONLYLLCs formed in California (Domestic)If the California LLC cannot answer yes to all of the items a) – g) above andthe vote to dissolve was madeby less than allthe members.Form LLC3 must be filed prior to or together with the Certificate of Cancellation - Form LLC4/7.California Corporations Code section17707.08 The status of the LLC must be activeon the records of the California Secretary of State in order to file cancellation The status of the can be checked online on the Secretary of State's Business Search at Page1 of 1 Instructions for Completing the Certificate of Dissolution(Form LLC-3) (California LLC ONLY) To putn noticthatalifornilimitliabilityompanyLLC)electedup the businesshe LLC,ustomplete the Certificateofissolutionorm3).Before submittithe completed form,you should consultwita privatattorneydvice aboutyourpecificusinesseds.mportantdditionaltepserminateLC To completvote to dissolvSee California Franchise Taxe Tax Foreign] Business Entity – https://www.ftb.ca.gov/forms/misc/1038.html.•All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCsnot classified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800annual tax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTBactive and continue to be subjectvisitFees: d guaranteed expedite servicesin personSacramento office.www.sos.ca.gov/business/b Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 fore first$.50h attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.lso mayyou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateDissolutionormLC-3asllows: Item Instruction Tips Enter the name of the LLCexactly as it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).If the LLC is a registered foreign (formed outside of California) LLC, do not file this Form LLC3; file the Certificate of Cancellation Form LLC4/7) to terminate registration inalifornia. 20 California Secretary of State Instructions for Completing the Certificate of Cancellation (Form LLC4/7)To terminate(cancel)a limited liability company (LLC), complete the Certificate of Cancellation (Form LLC4/7). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. Fees: ancellationerviceervices,www.sos.ca.gov/business/b Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 fore first$.50h attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.ymentlso mayyou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateCancellationormLC4/7)as follows: Item Instruction Tips Enter the name of the LLCexactlyas it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).Some foreign LLCsmay have registered using an alternate name. Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration egistrationcessed onliearch atBusinessSearch.sos.ca.govincluding the jurisdiction that 20 California Secretary of State �� Secretary of State Business Programs DivisionBusiness Entities1500 11th Street, Sacramento, CA 95814 Submission Cover Sheet Instructions: Optional Copyand Cerfication 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: _______________

7 ________________________________________
______________________________________________________________________________________________ _____________________________________________________________________________________________________________ _____________________________________________________________________________________________________________ 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. Secretary of State Use Only T/TR: AMT REC’D:$ Name:Company:Address: Instructions for Completing the Certificate of Dissolution(Form LLC-3) (California LLC ONLY) To putn noticthatalifornilimitliabilityompanyLLC)electedup the businesshe LLC,ustomplete the Certificateofissolutionorm3).Before submittithe completed form,you should consultwita privatattorneydvice aboutyourpecificusinesseds.mportantdditionaltepserminateLC Foreign] Business Entity – https://www.ftb.ca.gov/forms/misc/1038.html.•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.).&#x/MCI; 22;&#x 000;&#x/MCI; 22;&#x 000;Fees: Filing Fee: There is no fee for filing this Certificate of Dissolution (Form LLC-3).Faster Service Fee:-Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to ourSacramento office.-Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in personyour completed document at our Sacramento office. The $15.00 counter drop off priority serviceover documents submitted by mail. The special handling fee is not refundable whether the document is filed orrejected.-Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within aguaranteed timeframe for a non-refundable fee instead of the counter drop off fee. For detailed information aboutthis faster processing service through our Preclearance and Expedited Filing Services, go to Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 fore firsth attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.lso mayyou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateDissolutionormLC-3asllows: Item Instruction Tips Enter the name of the LLCexactly as it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”). the LLCregisterforeign (formed outsidealifornia) 20 California Secretary of State Instructions for Completing the Certificate of Cancellation (Form LLC4/7)To terminate(cancel)a limited liability company (LLC), complete the Certificate of Cancellation (Form LLC4/7). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. Fees: Filing Fee: There is no fee for filing this Certificate of Cancellation (Form LLC-4/7).Faster Service Fee:-Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to ourSacramento office.-Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in personyour completed document at our Sacramento office. The $15.00 counter drop off priority serviceover documents submitted by mail. The special handling fee is not refundable whether the document is filed orrejected.-Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within aguaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information aboutthis faster processing service through our Preclearance and Expedited Filing Services, go to Copies:To geta copyhe filed document,nclpaymentopywhen theumentubmitted. Copyare $1.00 fore firsth attachment Forertifiedopies,isadditional$5.00 certification fee,copyPayment Type:Check(s)oneydershould bemade payable tSecretaryState.not sendashail.ymentlso mayyou areompleting thisormine,leasetypeoregiblyrint in blackue ink.CompleteertificateCancellationormLC4/7)as follows: Item Instruction Tips Enter the name of the LLCexactlyas it appears on file with the California Secretary of State, including the entity ending (ex: “Jones & Company, LLC” or “Smith Construction, a Limited Liability Company”).Some foreign LLCsmay have registered using an alternate name. Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration The 12-digit file number is provided by the Secretary of Stateabove the file stamp at the top of the LLC’s registrationdocument filed with the California Secretary of State.To ensure you have the correct file number and exact name ofthe LLC, look to your registration document filed with theCalifornia Secretary of State and any name changeamendments.Secretary of State Records can be accessed online through ourBusiness Search atWhilesearching the Business Search, be sure to identify your LLCcorrectly including the jurisdiction that matches your LLC. 20 California Secretary of State 20 California Secretary of State bizfile.sos.ca.gov This Space For Office Use Only Limited Liability Company (LLC) for filing a Certificate of CancellationCopyFirst page $1.00; each attachment page $0.50; 00 1.Limited Liability Company Name(Enter the exact name of the LLC as it is recorded with the California Secretary of State) 2.LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.) 3.Dissolution (California LLCs ONLY: Check the box if the vote to dissolve was made by the vote of ALL the members.) The dissolution was made by a vote of of the members of the California Limited Liability Company. : If the above box is not checked, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with this Certificate of Cancellation. (California Corporations Code section 17707.08(a).) 4.Tax Liability Statement (Do not alter the Tax Liability Statement.) All final returns required under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax Board. 5.Cancellation Statement (Do not alter the Cancellation Statement.) Upon the effective date of this Certificate of Cancellation, the Limited Liability Company’s registration is cancelled and its powers, rights and privileges will cease in California. 6.Read and Sign Below (See instructions for signature requirements. Do not use a computer generated signature.) is true and ________________________________________________________________ ________________________________________________ Signature Type or Print Name ________________________________________________________________ ________________________________________________ Signature Type or Print Name ________________________________________________________________ ________________________________________________ Signature Type or Print Name For California LLCs ONLY:Check the box only if the vote to dissolve was made by the vote of all the members. If the dissolution was made by the vote of ALL the members ofthe California LLC, check the box. The Certificate of Dissolution(Form LLC-3) is not required.If the box is not checked, a Certificate of Dissolution(Form LLC-3 must be filed prior to or together with this FormLLC-4/7. This statement should not be altered. To ensure that all tax requirements are satisfied, see the Returns section below. This cancellation statement must not be altered. For California LLCsThis Form LLC4/7 must be signed by the managers,unless the LLC has had no membersfor 90 consecutive days, in which casethe form must be signed by theperson(s) authorized to pay liabilities,distribute assets and terminate theLLC.For registered foreign LLCsThisForm LLC4/7must be signed by aperson aut

8 horized to do so under thelaws of the fo
horized to do so under thelaws of the foreign jurisdiction. If you need more space for ignature:lace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC4/7 and attach theextra page(s) to the completed Form LLC4/7.All attachments are part of this document.Multiple Form LLC4/7s with different signatureswill bereturned without being filed – use only one form.If Form LLC4/7 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theact entity name and the entity’s relation to the canceling Example: If aLLC(“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, ManagerIf Form LLC4/7 is signed by a trust, the trustee should sign asfollows: , trustee for trust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-MemberDo notuse a computer generated signature. eceive communication related to Please notoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.ecommended forubmittalCertificate ofancellation (Form4/7)ailedSecretary All final returns required under the California Revenue and Taxation Code must be filed timely (Form 568 [for LLCs notclassified as a corporation] or Form 100/100S [for LLCs classified as a corporation]) with the FTB and the $800 annualtax for the tax year of the final return must be paid. If final returns are not filed, the LLC will remain FTB active andcontinue to be subject to the $800 annual tax and/or fee.For information regarding FTB forms and publications visit their website at or contact the FTB at852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.). 20 California Secretary of State Signature 20 California Secretary of State bizfile.sos.ca.gov This Space For Office Use Only Limited Liability Company (LLC) CopyFirst page $1.00; each attachment page $0.50; 00 1.Limited Liability Company Name(Enter the exact name of the LLC as it is recorded with the California Secretary of State) 2.LLC 12-Digit Entity (File) Number (Enter the exact 12-digit Entity (File) Number issued by the California Secretary of State.) 3.Dissolution Check the applicable statement. This Form LLC-3 is not required when the vote to dissolve was made by all of the membersand that fact is noted on the Certificate of Cancellation (Form LLC-4/7).)The dissolution of this LLC was caused by one of the following circumstances (check one): The happening of an event as set forth in the Articles of Organization or in the LLC’s written Operating Agreement. The vote of 50 percent or more of the voting interests of the members of the LLC or a greater percentage of the voting interests of members as specified in the Articles of Organization or written Operating Agreement. The passage of 90 consecutive days during which the LLC has no members, except on the death of a natural who is the sole member of the LLC, the status of the member, including a membership interest, may pass to the heirs, successors and assigns of the member by will or applicable law. The entry of a decree of judicial dissolution pursuant to California Corporations Code section 17707.03. The Certificate of Dissolution puts all on notice that the LLC has elected to wind up the business of the LLC and is in the process of paying liabilities and distributing assets. In order to terminate the LLC, the LLC also llation (Form LLC-4/7) 4.Read and Sign Below (See instructions for signature requirements. Do not use a computer generated signature.) By signing, I affirm under penalty of perjury that the information is true and correct and that I am authorized by California law to sign. ________________________________________________________________ ______________________________________________ Signature Type or Print Name ________________________________________________________________ ______________________________________________ Type or Print Name Enterthe 12digit file number issuedto the by the California Secretary of Stateat the time of registration. The 12-digit file number is provided by the Secretary of Stateabove the file stamp at the top of the LLC’s registrationdocument filed with the California Secretary of State.To ensure you have the correct file number and exact name ofthe LLC, look to your registration document filed with theCalifornia Secretary of State and any name changeamendments.Secretary of State Records can be accessed online through ourBusiness Search at Whilesearching the Business Search, be sure to identify your LLCcorrectly including the jurisdiction that matches your LLC. You must check the appropriate box check one This Form LLC-3 is not required if the vote to dissolve wasmade by ALL of the members, and that fact is stated on theCertificate of Cancellation ( LLC-4/7).This Form LLC-3 puts all on notice that the LLC has elected towind up the business of the LLC and is in the process of payingliabilities and distributing assets.In order to terminate the LLC, the LLC also must file aCertificate of Cancellation (Form LLC-4/7). orm LLC-3 must be signed by the managers, unless the LLC has had no members for 90 consecutive days, in which case the form must be signed by the person(s) authorized to pay liabilities, distribute assets and terminate the LLC. If you need more space for signatureslace the additional signatures on only one side of astandard lettersized piece of paper (8 1/2" x 11") clearlymarked as an attachment to Form LLC3 and attach theextra page(s) to the completed Form LLCAll attachments are part of this document.Multiple Form LLC3s with different signatureswill be returnedwithout being filed – use only one formIf Form LLC3 is signed by an entity, the person who signs onbehalf of the entity should note their name and position/title, theexact entity name and the entity’s relation to the dissolving LLC.Example: If the LLC (“Smith LLC”) is the manager of thecanceling LLC, the signature of the person signing on behalf ofSmith LLC should be reflected as Joe Smith, Manager of SmithLLC, Manager.If Form LLC-3 is signed by a trust, the trustee should sign asfollows: , trustee fortrust(including the date of the trust, if applicable). Example: MaryTodd, trustee of the Lincoln Family Trust (U/T/A 5-1-Membernotuse a computer generated signature. with the applicable feesoffice,500 11tStreet,Floor,acramento,95814. Thisormiled onlyin the Sacramento office.Returneceipt Requested: Itecommended forubmittalifCertificatDissolution(Form-3 20 California Secretary o Secretary of StateBusiness Programs DivisionBusiness Entities, 1500 11th Street, Sacramento, CA 95814 Limited Liability Company (LLC)Cancellation Requirements – What Form to FileWhat form do I file to cancel my Limited Liability Company’s registration in California? Form to Use Entity Requirements Short Form Cancellation Certificate - NLYLLCs formed in California (Domestic)Allof the following statements about the California LLC must be truein order to file Form LLC4/8: Was registered in Californiawithin thelast 12 monthsHas no debts or other liabilities, except as provided in Item c;All required California final tax returns have been or will be filedwith the California Franchise Tax Board;The assets have been distributed or acquired no known assets.business has been conducted from the date of registration50 percent or more of the voting interests of the managers ormembers voted, or if no managers or members, the person or50 percent or moreof the persons who signed the Articles ofOrganization,voted to dissolve; andAny payments received from investors have been returned tothose investors. Note: Ifilingorm4/8,youot needleForm3 and Certificate of Cancellation – LCs formed in California (Domestic) Ifhe California LLCannotweryesallhe items– gve andvote to dissolvwasmade byALLthe members.Mustheckon Form4/7ndicating thedissolution was LLCs formed outside of California and registered in California(Foreign) Foreign LLCongerwillbe conducting businessCaliforni CertificateNLYLLCs formed in California (Domestic) Ifhe California LLCannotweryesallhe items– gve andvote to dissolvwasmadeless thanllthe members.Form3 muste filpriorogetherwith thCertificat The status of the LLC must be activeon the records of the California Secretary of State in order to file cancellation The status of the can be checked online on the Secretary of State's Business Search at Page1 of 1