Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 California Stock Corporation Dissolution Requirements 226 What Form to File What form(s) do I file to dissolve my California Stock Corporation? Form to Use Requirements Short Form Dissolution Certificate - Form DSF STK All of the following statements about the California corporation must be true: a)Was registered in California within the last 12 months;b)Has no debts or other liabilities, except as provided in Item c;c)The tax liability will be satisfied on a taxes paid basis or the taxliability will be assumed;d)All required California final tax returns have been or will befiled with the California Franchise Tax Board;e)No business has been conducted from the date of registration;f)No shares have been issued, and if the corporation hasreceived payments for shares from investors, those paymentshave been returned to those investors;g)The corporation is dissolved; andh)The assets have been distributed or the corporation acquiredno known assets. Note: If filing Form DSF STK, Form ELEC STK and Form DISS STK are not required. (California Corporations Code section 1900.5.) Certificate of Election to Wind Up and Dissolve 226 Form ELEC STK If the California stock corporation cannot answer yes to all of theitems a) 226 h) above; andIf the vote to dissolve was made by less than all theshareholders.Note: If the vote to dissolve was made by all of the shareholders and that fact is stated on Form DISS STK, Form ELEC STK is not required. (California Corporations Code section 1901.) Certificate of Dissolution 226 Form DISS STK If the California stock corporation cannot answer yes to all of theitems a) 226 h) above.Note: If the vote to dissolve was made by less than all of the shareholders, Form ELEC STK must be filed prior to or together with Form DISS STK. (California Corporations Code section 1905.) 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 Corp Diss/Stock Info (Rev. /201) Page 1 of 1 California Secretary of State American LegalNet, Inc. www.FormsWorkFlow.com Secretary of State Business Programs Division Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600 Mail Submission Cover Sheet Instructions: Complete and include this form with your submission. This information only will be used to communicate with youin writing about the submission. This form will be treated as correspondence and will not be made part of the fileddocument.Make all checks or money orders payable to the Secretary of State.Do not include a $15 counter fee when submitting documents by mail.Standard processing time for submissions to this office is approximately 5 business days from receipt. Allsubmissions are reviewed in the date order of receipt. For updated processing time information, visitwww.sos.ca.gov/business/be/processing-times. Optional Copy and Certification 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. Name: Company: Address: City/State/Zip: Secretary of State Use Only T/TR: AMT REC222D: $ Doc Submission Cover - Corp (Rev. 09/2016) American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Completing the Certificate of Election to Wind Up and Dissolve (Form ELEC STK) (California Stock Corporation ONLY) To put all on notice that the corporation has elected to wind up and dissolve, a California stock corporation must complete the Certificate of Election to Wind Up and Dissolve (Form ELEC STK). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. Form ELEC STK has been created for ease in filing, however, any format may be used, provided it meetsstatutory requirements. The status of the corporation must be active in order to file dissolution documents. The status of thecorporation can be checked online on the Secretary of State's Business Search at .sos.ca.gov.Important Additional Steps to Terminate the Corporation: 1.Completing the Dissolution Process: To complete the dissolution process, the corporation also must file aCertificate of Dissolution - Stock (Form DISS STK). This Form ELEC STK is not required when the vote todissolve was made by all of the shareholders and that fact is stated on the Form DISS STK.2. Final Tax Returns: See California Franchise Tax Board222s (FTB) Publication 1038 226 Guide to Dissolve,Surrender, or Cancel a California [or Foreign] Business Entity 226 All final returns required under the California Revenue and Taxation Code must be filed timely (Form100/100S) with the FTB and the $800 minimum franchise tax for the tax year of the final return must bepaid. If final returns are not filed, the corporation will remain FTB active and continue to be subject to the$800 minimum franchise tax for each taxable year.For information regarding FTB forms and publications go to 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.).Fees: Filing Fee: There is no fee for filing this Certificate of Election to Wind Up and Dissolve (Form ELEC STK).Faster Service Fee:- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver inperson (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 aguaranteed 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. ELEC STK Instructions (REV /201) 201 California Secretary of State American LegalNet, Inc. www.FormsWorkFlow.com If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Certificate of Election to Wind Up and Dissolve (Form ELEC STK) as follows: Item Instruction Tips 1. Enter the name of the Corporation exactly as it appears on file with the California Secretary of State, including the entity ending (ex: 223Jones & Company, Inc.224 or 223Smith Construction Company224). If the corporation is a California nonprofit corporation, donot file this Form ELEC STK; file a Certificate of Election toWind Up and Dissolve 226 Nonprofit (Form ELEC NP).If the corporation is a registered foreign corporation (formedoutside of California), do not file this Form ELEC STK; filethe Certificate of Surrender (Form SURR-CORP) toterminate registration in California. 2. If known, enter the 7-digit file