California Form DISS STK, the Certificate of Dissolution for a domestic stock corporation, is filed with the Secretary of State at no cost once the corporation has voted to dissolve, wound up its affairs, paid or provided for its debts, distributed its remaining assets, and arranged to file its final tax returns. You can submit it through the bizfile California online portal, by mail to Sacramento, or in person. The form itself is short; the work sits in the steps that must be complete before you sign it.
What Must Be True Before You File
Form DISS STK is a sworn statement that the winding-up is done. Every box on the form tracks a requirement in the Corporations Code, so if any of the following is not yet true, the form is not ready to sign.
A Valid Vote to Dissolve
Shareholders holding at least 50 percent of the voting power must elect to dissolve.1California Legislative Information. California Code CORP 1900 The board can authorize dissolution on its own only in narrow situations: the corporation has disposed of all its assets and done no business for five years, or it has never issued shares. Record the vote in the corporate minutes.
If every outstanding shareholder voted in favor, you can skip the separate Certificate of Election to Wind Up and Dissolve (Form ELEC STK) and note the unanimous vote on DISS STK itself.2California Legislative Information. California Code CORP 1901 A less-than-unanimous vote means ELEC STK has to be filed first.
Debts Paid or Provided For
Known creditors and claimants listed in the corporation’s records must receive written notice of the winding-up, as must any shareholders who voted against dissolution.3California Legislative Information. California Code CORP 1903 All known debts must then be actually paid or adequately provided for — meaning another party assumes the obligation, insurance covers it, or funds are deposited with a third party. Where debts were provided for rather than paid, the certificate must identify the person or entity that assumed payment and give their address.4California Legislative Information. California Code CORP 1905
Assets Distributed
Whatever remains after debts are settled goes to the persons entitled to it. The split is not automatically pro rata by shares — the articles of incorporation or shareholder agreements may dictate a different allocation.4California Legislative Information. California Code CORP 1905 By the time you file, the corporation should hold no remaining assets.
When the Short Form Applies Instead
Some corporations qualify for a simpler filing. If yours was registered within the last 12 months, never issued shares, never conducted business, and has no debts other than tax liabilities that will be satisfied or assumed, use the Short Form Dissolution Certificate (Form DSF STK) rather than DISS STK.5California Secretary of State. California Stock Corporation Dissolution Requirements Miss any one of those conditions and you are back on DISS STK.
Filling Out Form DISS STK
Download the current form from the Secretary of State or complete it inside the bizfile California portal at bizfileonline.sos.ca.gov.6Secretary of State. California Form DISS STK – Certificate of Dissolution
Corporate Name and Entity Number
Enter the corporation’s legal name exactly as it appears in the Secretary of State’s records. A missing comma or “Inc.” where the records say “Incorporated” is enough to trigger a rejection. The seven-digit entity number was assigned at registration and begins with “C”; some filing contexts want the prefix dropped.7California Secretary of State. Business Search – Frequently Asked Questions Verify both against the Secretary of State’s business search before you submit.
How the Dissolution Was Authorized
Check the box reflecting your vote. The all-shareholders option is the one that lets you skip ELEC STK.2California Legislative Information. California Code CORP 1901 Anything short of unanimous means ELEC STK had to be filed earlier.
The Required Statements
The form contains fixed statements that must all be true when you sign. Do not alter the wording. They affirm that:
- The corporation has been completely wound up without court proceedings.
- All known debts and liabilities have been paid or adequately provided for, or none were incurred.
- All known assets have been distributed to the persons entitled to them, or none were acquired.
- All final returns required under the California Revenue and Taxation Code have been or will be filed with the Franchise Tax Board.
These mirror the requirements of Corporations Code Section 1905.4California Legislative Information. California Code CORP 1905 If a final return has not been filed and you cannot honestly say it will be, hold off.
Signature
The sole director or a majority of the directors then in office must sign.6Secretary of State. California Form DISS STK – Certificate of Dissolution The signature is a declaration under penalty of perjury. Filing a false instrument with a California public office is a felony under Penal Code Section 115.8California Legislative Information. California Code PEN 115
Submitting the Form
You have three options:
- Online through bizfileonline.sos.ca.gov. Online submissions get processing priority over mail.6Secretary of State. California Form DISS STK – Certificate of Dissolution
- By mail to Corporate Filings, P.O. Box 944260, Sacramento, CA 94244-2600.9California Secretary of State. Contact Information – Business Entities
- In person at the Secretary of State’s Sacramento office, with a $15 special handling fee for drop-offs.10California Secretary of State. Business Entities Fee Schedule
Fees and Expedited Service
There is no filing fee for Form DISS STK.10California Secretary of State. Business Entities Fee Schedule If you need the certificate processed faster, the Secretary of State offers paid expedited tiers:11California Secretary of State. Service Options
- 24-hour service (Class C): $350, online or drop-off.
- 4-hour service (Class A): $500, drop-off only in Sacramento, pre-clearance required.
- Same-day service (Class B): $750, online or drop-off, must be received by 9:30 a.m. for a response by 4:00 p.m.
Standard filings are reviewed in the order received, with online ahead of mail. Once processed, you receive a file-stamped copy of the certificate. Keep it in the corporation’s permanent records; it is your proof of dissolution.
The Franchise Tax Board Side
Filing DISS STK with the Secretary of State does not by itself end the corporation’s tax obligations. A dissolving corporation must also obtain a tax clearance certificate from the Franchise Tax Board, and until the FTB issues one and the Secretary of State receives it, the corporation continues to exist for tax purposes and the dissolution is treated as conditional.12Legal Information Institute. California Code of Regulations Title 18 Section 23334 – Tax Clearance Certificate
To close out with the FTB:
- File any delinquent returns and pay the balances, including penalties and interest.
- File the final-year return, check the “Final Return” box, and write “FINAL” at the top.13Franchise Tax Board. Closing a California Business Entity
- Stop conducting business in California after the final taxable year.
The corporation stays liable for the $800 minimum franchise tax until the Secretary of State processes either ELEC STK or DISS STK.14Franchise Tax Board. FTB 5949 – Return Information Notice Explanation Delay the filing and the annual charge keeps accruing.
Federal Filings With the IRS
Within 30 days after adopting the resolution or plan to dissolve, file IRS Form 966, Corporate Dissolution or Liquidation, with a certified copy of the resolution attached.15Internal Revenue Service. Form 966 Instructions If the plan is later amended, another Form 966 goes in within 30 days of the amendment. Exempt organizations and qualified subchapter S subsidiaries follow separate procedures and do not file Form 966.16Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation
File a final federal income tax return for the closing year with the “Final Return” box checked.17Internal Revenue Service. Closing a Business If the corporation had employees, complete all final employment tax returns and W-2s. Once every final return is in, send the IRS a letter asking to cancel the corporation’s EIN.
What Survives Dissolution
Dissolving the corporation does not wipe out existing claims. Under Corporations Code Section 2011, causes of action against a dissolved corporation can still be pursued against undistributed assets or against shareholders who received distributions. A shareholder’s exposure is capped at the lesser of their pro rata share of the claim or the amount of corporate assets they received.18California Legislative Information. California Code CORP 2011
Claims against shareholders are cut off if no proceeding is started before the earlier of two dates: the expiration of the underlying statute of limitations, or four years after the effective date of dissolution.18California Legislative Information. California Code CORP 2011 Retain corporate records — contracts, financial statements, insurance policies, tax returns, and the dissolution certificate itself — for at least that window. Many practitioners keep records seven years to cover the IRS audit period as well.