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Closing a California LLC

Los Angeles, CA |

We set up a husband and wife CA LLC a couple of years ago, with intention to hold rental properties. We ended up purchasing properties out of state. The CA LLC is not holding any properties and is not actively conducting business.

What are the implications of closing a CA LLC and what are the steps to close it?

Attorney Answers 3


The post at the link below describes the steps that must be taken to cancel an LLC and includes links to applicable statutes and forms.

In summary, once the LLC satisfies any outstanding obligations, files a Certificate of Cancellation and files a final franchise tax return, it ceases to exist for all practical purposes.

This information does not constitute legal advice and does not establish an attorney-client relationship.

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The distribution of the properties of the CA LLC on dissolution may trigger a taxable event and may trigger a due on sale with bank financing. Dissolution is not a difficult procedure (for a lawyer) and the Secretary of State's web page ( gives a good introduction.

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also terms and conditions item 9, incorporated as if it was reprinted here.

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Assuming the entity is in good standing with the Secretary of State and Tax Dept. you can formally dissolve through the SOS.

If you have any outstanding contracts, legal issues, taxes, debts, etc you should be consulting an attorney to ensure everything is properly wound-up.

Most of us here, including myself, offer a free phone consult.

Best regards,
Natoli-Lapin, LLC
(see Disclaimer)

The law firm of Natoli-Lapin, LLC (Home of Lantern Legal Services) offers our flat-rate legal services in the areas of business law and intellectual property to entrepreneurs, small-to-medium size businesses, independent inventors and artists across the nation and abroad. 866-871-8655 DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.

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