Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Limited Liability Company (LLC) Cancellation Requirements 226 What Form to FileWhat form do I file to cancel my Limited Liability Company222s registration in California? Form to Use Entity Requirements Short Form Cancellation Certificate - Form LLC-4/8 ONLY LLCs formed in California (Domestic) All of the following statements about the California LLC must be true in order to file Form LLC-4/8: a)Was registered in California within the last 12 months;b)Has no debts or other liabilities, except as provided in Item c;c)All required California final tax returns have been or will be filedwith the California Franchise Tax Board;d)The assets have been distributed or acquired no known assets.e)No business has been conducted from the date of registration;f)50 percent or more of the voting interests of the managers ormembers voted, or if no managers or members, the person or50 percent or more of the persons who signed the Articles ofOrganization, voted to dissolve; andg)Any payments received from investors have been returned tothose investors.Note: If filing Form LLC-4/8, you do not need to file Form LLC-3 and Form LLC-4/7. (California Corporations Code section 17707.02.) Certificate of Cancellation 226 Form LLC-4/7 LLCs formed in California (Domestic) If the California LLC cannot answer yes to all of the items a) 226 g) above and the vote to dissolve was made by ALL the members. Must check the box on Form LLC-4/7 indicating the dissolution was made by a vote of all the members. (California Corporations Code section 17707.08.) LLCs formed outside of California and registered in California (Foreign) Foreign LLC no longer will be conducting business in California and wants to cancel its Registration with the California Secretary of State. (California Corporations Code section 17708.06.) A Certificate of Dissolution 226 Form LLC-3 ONLY LLCs formed in California (Domestic) If the California LLC cannot answer yes to all of the items a) 226 g) above and the vote to dissolve was made by less than all the members. Form LLC-3 must be filed prior to or together with the Certificate of Cancellation - Form LLC-4/7. (California Corporations Code section 17707.08.) The status of the LLC must be active on the records of the California Secretary of State in order to file cancellation documents. The status of the LLC can be checked online on the Secretary of State's Business Search at BusinessSearch.sos.ca.gov. LLC Diss/Canc Info (Rev. 0/201) 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 9442, Sacramento, CA 94244-20 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: Secretary of State Use Only T/TR: AMT REC222D: $ Company: Address: City/State/Zip: Doc Submission Cover - OBE (Rev. 09/2016) American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Completing the Certificate of Dissolution (Form LLC-3) (California LLC ONLY) To put all on notice that the California limited liability company (LLC) has elected to wind up the business of the LLC, the LLC must complete the Certificate of Dissolution (Form LLC-3). Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs. Note: The status of the corporation must be active in order to file cancellation documents. The status of the LLC can be checked online on the Secretary of State's Business Search at BusinessSearch.sos.ca.gov. Important Additional Steps to Terminate the LLC: 1.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 the members and that fact is stated on the Form LLC-4/7. 2.Final Tax Returns: See California Franchise Tax Board222s (FTB) Publication 1038 226 Guide to Dissolve, Surrender, orCancel a California [or Foreign] Business Entity 226 . 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 https://www.ftb.ca.gov or contact theFTB 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 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 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 instead 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. 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 copy. 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 Masterard256). 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 LLC-3) as follows: Item Instruction Tips 1. Enter the name of the LLC exactly as it appears on file with the California Secretary of State, including the entity ending (ex: 223Jones & Company, LLC224 or 223Smith Construction, a Limited Liability Company224). If the LLC is a registered foreign (formed outside of California) LLC, do not file this Form LLC-3; file the Certificate of Cancellation (Form LLC-4/7) to terminate registration in California. LLC-3 Instructions (REV 0/201) 201 California Secretary of State American LegalNet, Inc. www.FormsWorkFlow.co