California Certificate of Surrender: Form SURC Filing and Tax Clearance

A California Certificate of Surrender is the filing a foreign corporation uses to end its authority to transact business in California. You file Form SURC with the Secretary of State, but only after the Franchise Tax Board clears your tax account and sends a tax clearance certificate directly to the Secretary of State. Skip either step and the corporation stays active on the state’s books, continuing to owe the $800 annual minimum franchise tax for every year it sits there.¹

Who Files a Certificate of Surrender

Surrender is specifically for foreign corporations: companies incorporated in another state or country but registered to transact business in California. The authority comes from Corporations Code section 2112, and the form is Form SURC.²

If your entity was formed in California, you don’t surrender; you dissolve, using Form DISS STK (or Form DSF STK for a corporation registered less than 12 months ago that never conducted business and never issued shares).³ LLCs, whether domestic or foreign, file a Certificate of Cancellation (Form LLC-4/7) rather than a surrender.⁴ The Secretary of State rejects paperwork filed on the wrong form, so confirm your entity type before anything else.

Form SURC itself is free to file by mail.⁵

Revive the Corporation if It’s Suspended or Forfeited

If the Franchise Tax Board has already suspended or forfeited your corporation’s rights for unpaid taxes, you cannot surrender it in that condition.⁶ The Secretary of State will not accept the filing. Revival comes first: file every missing tax return and pay every dollar of outstanding tax, penalty, and interest, then request that the FTB lift the suspension.

Corporations that have been suspended for several years can face substantial back liability. The $800 minimum franchise tax accrues for every year the entity remained on the books, and penalties and interest compound on top.⁷ An unused entity gets more expensive to close with every year that passes.

Clear Taxes and Request a Tax Clearance Certificate

Even without a suspension, you cannot surrender until the FTB confirms your tax account is settled. California requires a tax clearance certificate before the Secretary of State will file a Certificate of Surrender.⁸

Three things have to happen with the FTB first:

File every delinquent return for every year the corporation was registered in California.
Pay all outstanding tax, penalties, fees, and interest through the surrender date.
File a final return. Check the “Final Return” box on the first page and write “final” at the top so the FTB knows the corporation has stopped doing business in California.⁹

Then request tax clearance by filing Form FTB 3555. The timeline depends on which clearance method you choose. If another person or business entity will assume any future tax liability, the “Assumer method” typically produces a certificate in about 30 days. Without an assumer, you have to post a surety bond, make a cash deposit, or wait for the FTB to verify every tax obligation is paid. Those non-assumer routes take six to nine months on average.

The FTB sends the certificate straight to the Secretary of State. You don’t carry it over yourself, but no termination filing will be processed until it arrives. This is the single longest step in the surrender process, and the one most people underestimate. Build your calendar around it.

Wind Up Before You Sign the Form

The surrender form asks the corporation to make statements about its tax filings and its California registration. Before an officer signs, make sure the corporation’s California affairs are actually wrapped up. That includes authorizing the surrender through the corporation’s governing body under its home-state rules, documenting the decision in resolutions or meeting minutes, paying or providing for known debts, and giving written notice to known creditors where appropriate.

Known creditors can be given a notice that describes what a claim must include, provides a mailing address, and sets a deadline of no fewer than 120 days from the notice date. Claims not submitted before the deadline can be barred. These are the same winding-up practices that apply when a California corporation dissolves under Corporations Code section 1905, and officers who sign a termination document while debts remain unpaid can face personal exposure.¹⁰

What Form SURC Must Include

A corporate officer signs the Certificate of Surrender. Under Corporations Code section 2112, the form must state:²

The corporation’s name as it appears in Secretary of State records.
The state or place where it was incorporated.
A mailing address where the Secretary of State can forward any legal process after the surrender takes effect.
That the corporation revokes its designated agent for service of process in California.
That the corporation surrenders its right and authority to transact intrastate business in California.
That the corporation consents to the Secretary of State accepting service of process on its behalf for any obligations incurred while it was registered in California.
That a final franchise tax return has been or will be filed with the Franchise Tax Board.

The consent to service of process is worth sitting with for a moment. Surrender ends the corporation’s authority to do new business in California, but it does not insulate the corporation from lawsuits over obligations that arose while it was registered. For those matters, the Secretary of State becomes the corporation’s agent and forwards the papers to the mailing address on the surrender certificate. Use an address that will reliably receive mail for as long as any California-related liability could surface.

Submitting Form SURC to the Secretary of State

Once the form is signed, deliver it to the Secretary of State’s Sacramento office. You have three options:

Mail. Send the completed form to the Secretary of State, Document Filing Support Unit, 1500 11th Street, Sacramento, CA 95814. There is no filing fee for a surrender submitted by mail.⁵
In person. Drop the form at the Sacramento office during business hours (Monday through Friday, 8:00 a.m. to 5:00 p.m.). In-person filings receive priority but carry a nonrefundable $15 special handling fee per document.¹¹
Online. Some termination filings can be submitted through the Secretary of State’s bizfile portal.

Processing times vary. As of early 2026, online submissions for corporate terminations were processing within roughly a day, while mail and in-person submissions took about a week.¹² Current processing dates are posted on the Secretary of State’s website. Make any checks or money orders payable to the Secretary of State.

Federal and Other California Agencies

The surrender itself only ends the California registration. Several other accounts need to be closed in their own right.

IRS Form 966 and the Final Federal Return

A corporation that adopts a plan to dissolve or liquidate must file IRS Form 966 within 30 days of adopting the resolution, and must file another Form 966 within 30 days of any amendment to the plan.¹³ A final federal income tax return (Form 1120 for a C corporation, or the applicable return for the entity type) is due by the 15th day of the fourth month after dissolution, with the “Final return” box checked on page one.¹⁴

Deactivating the EIN

The IRS does not cancel an EIN; the number permanently belongs to the entity. You can ask the IRS to deactivate the account by sending a letter with the entity’s EIN, legal name, address, and reason for closing to Internal Revenue Service, MS 6055, Kansas City, MO 64108, or MS 6273, Ogden, UT 84201. All returns must be filed and balances paid before the IRS will process the request.¹⁵

EDD and CDTFA

If the corporation had California employees, close the employer payroll tax account with the Employment Development Department after filing all final payroll deposits, returns, and wage reports. The close-account request goes through the EDD’s e-Services for Business portal.¹⁶

If the corporation held a seller’s permit or other CDTFA account, close it through CDTFA Online Services or by filing Form CDTFA-65. File a final sales and use tax return covering all sales through the closure date, including sales of furniture, fixtures, or equipment, and pay tax on any inventory originally purchased tax-free for resale that you still hold. The CDTFA requires business records to be kept for four years after closing.¹⁷

How Long to Keep Records After Surrender

Surrender does not end the obligation to produce records if an audit or claim arrives later. The IRS can audit returns for three years after filing, six years if more than 25% of gross income went unreported, and indefinitely for fraudulent returns or years with no return filed at all.¹⁸

Seven years of tax returns and supporting records is a reasonable floor for most corporations. Keep formation documents, ownership records, major contracts, and records of significant corporate actions permanently, or at least until every possible claim against the corporation has run out. The FTB’s audit window stays open until its own statute of limitations runs, even after the California registration has been surrendered.⁹

1
Franchise Tax Board. C Corporations
2
California Legislative Information. California Code Corporations Code 2112
3
Secretary of State Business Programs Division. Short Form Dissolution Certificate – Stock
4
GO-Biz Help Center. How Do I Terminate Dissolve Surrender or Cancel My Business Entity
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Secretary of State Business Programs Division. Business Entities Fee Schedule
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Franchise Tax Board. My Business Is Suspended
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Franchise Tax Board. Franchise Tax Board Corporations
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New York Codes, Rules and Regulations. California Code of Regulations Title 23334 – Tax Clearance Certificate
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Franchise Tax Board. Closing a California Business Entity
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California Legislative Information. California Corporations Code 1905
11
California Secretary of State. Service Options – Business Entities
12
California Secretary of State. Current Processing Dates
13
Internal Revenue Service. Form 966, Corporate Dissolution or Liquidation
14
Internal Revenue Service. Instructions for Form 1120
15
Internal Revenue Service. If You No Longer Need Your EIN
16
EDD. e-Services for Business FAQs
17
CDTFA. Closing Out Your Account
18
Internal Revenue Service. How Long Should I Keep Records