Instructions for Completing the Certificate of Dissolution (Form DISS STK) (California Stock Corporation ONLY) To terminate (dissolve) a California stock corporation, complete the Certificate of Dissolution (Form DISS STK). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. · · · Form DISS STK has been created for ease in filing, however, any format may be used, provided it meets statutory requirements. Upon filing Form DISS STK, the corporation will be terminated and the corporation's powers, rights and privileges will cease in California. The status of the corporation must be active on the records of the California Secretary of State in order to file dissolution documents. The status of the corporation can be checked online on the Secretary of State's Business Search at kepler.sos.ca.gov. Fees: · · Filing Fee: There is no fee for filing this Certificate of Dissolution (Form DISS STK). Faster Service Fee: Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver in person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority service over documents submitted by mail. The special handling fee is not refundable whether the document is filed or rejected. Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information about this faster processing service through our Preclearance and Expedited Filing Services, go to www.sos.ca.gov/business/be/service-options. Counter and guaranteed expedite services are available only for documents delivered in person (drop off) to our Sacramento office. - - Copies: To get a copy of the filed document, include payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional $5.00 certification fee, per document. Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or MasterCard). Processing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times. If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Certificate of Dissolution (Form DISS STK) as follows: Item 1. Instruction Enter the name of the Corporation exactly as it appears on file with the California Secretary of State, including the entity ending (ex: "Jones & Company, Inc." or "Smith Construction Company"). Tips · If the corporation is a California nonprofit corporation, do not file this Form DSF STK; file a Certificate of Election to Wind Up and Dissolve ­ Nonprofit (Form ELEC NP). · If the corporation is a registered foreign corporation (formed outside of California), do not file this Form DISS STK; file a Certificate of Surrender (Form SURR-CORP) to terminate the registration in California. DISS STK Instructions (REV 12/2016) www.sos.ca.gov/business/be 2016 California Secretary of State 2. If known, enter the 7-digit corporate file number issued to the corporation by the California Secretary of State at the time of registration. · The 7-digit corporate file number is provided by the Secretary of State above the file stamp at the top of the corporation's registration document filed with the California Secretary of State. · To ensure you have the correct file number and exact name of the corporation, look to your registration document filed with the California Secretary of State and any name change amendments. · Secretary of State Records can be accessed online through our Business Search at kepler.sos.ca.gov. While searching the Business Search, be sure to identify your corporation correctly including the jurisdiction that matches your corporation. · If the dissolution was made by the vote of all the shareholders of the California corporation, check the box. The Certificate of Election - Stock (Form ELEC STK) is not required. · If the box is not checked, a Certificate of Election of Election to Wind Up and Dissolve (Form ELEC STK) must be filed prior to or together with this Certificate of Dissolution (Form DISS STK). 3. Check the box only if the vote to dissolve was made by the vote of all the shareholders. 4. · Must check the box next to the applicable statement. Only one box may be checked. · If the second box is checked, specify in an attachment to this certificate the name and address of the assumer and the provisions made for the assumed or guaranteed payment. · If the second box is checked, you must include in an attachment the name, address and descriptions of the provisions made with the assumer, guarantor or depositary institution. · The assumer or guarantor must be the corporation, person or governmental agency. · See filing tips for Item 6 below for details on using an attachment. See Final Tax Returns section below. · Verification requires a statement under penalty of perjury under the laws of the State of California that the matters set forth in the certificate are true and correct of the signor's own knowledge. (Section 193.) · To complete the verification, the date must be the date the document is signed by each director or incorporator. · If you need more space for additional signatures: - The dated signature(s) with verification must be placed on only one side of a standard letter-sized piece of paper (8 1/2" x 11") clearly marked as an attachment to the Certificate of Dissolution (Form DISS STK) and attach the extra page(s) to the completed Certificate of Dissolution (Form DISS STK). - The following verification must be included with additional signatures and date(s) on an attachment: I declare under penalty of perjury under the laws of the State of California that the matters set forth in the certificate are true and correct of my own knowledge. - All attachments are part of this document. · Multiple Certificates of Dissolution (Form DISS STK) with different signatures will be returned without being filed. 5. 6. These statements are required statute and must not be altered. by · This Certificate of Dissolution (Form DISS STK) must be dated, signed and verified by a majority of the directors in office or