How to File the California Nonprofit Certificate of Dissolution (Form DISS NP)

To dissolve a California nonprofit, you file the Nonprofit Certificate of Dissolution (Form DISS NP) with the Secretary of State after the corporation has been wound up, its final Franchise Tax Board return has been filed, and — for public benefit, religious, and asset-holding mutual benefit corporations — the Attorney General has issued a waiver of objections. There is no filing fee. You can submit the one-page form online through BizFile, by mail to Sacramento, or in person.

Before You Can File

Most of the work in a nonprofit dissolution happens before Form DISS NP is signed. Skip one of these steps and the filing either gets rejected or leaves the entity in limbo.

Confirm the Entity Is Active

Look up the corporation on BizFile Online and confirm the exact legal name and the seven-digit entity number with its “C” prefix, both as they appear in Secretary of State records.¹ The status must read “Active.” A corporation suspended by the Franchise Tax Board for unpaid taxes or by the Secretary of State for a missing Statement of Information cannot be dissolved until it is revived first.² Revival means filing all delinquent returns, paying what is owed, and submitting FTB Form 3557 BC to obtain a certificate of revivor.

File the Final FTB Return

California tax-exempt corporations must file a final return with the FTB before dissolving. Depending on size and type, that is Form 199, FTB 199N (the electronic postcard), or Form 109 if the nonprofit had unrelated business income. Check the “Final Return” box on the first page and write “final” at the top. Tax-exempt churches are not required to file a final return.³

Watch the window. Dissolution documents must be filed with the Secretary of State within 12 months of that final return.³ Miss it and the FTB may treat the entity as still active for tax purposes.

Get the Attorney General’s Waiver Letter

Every public benefit corporation, every religious corporation, and any mutual benefit corporation holding assets in charitable trust must obtain a written waiver of objections from the Attorney General before the Secretary of State will accept Form DISS NP.⁴ The waiver confirms the AG has reviewed how the nonprofit’s assets were distributed and has no objection. The letter must be physically attached to the certificate when you file.⁵

Send the request to the Registry of Charities and Fundraisers at 1300 I Street, Sacramento, CA 95814. The organization must be in “Current” standing with the Registry before the AG will process the request. A complete package includes:

A signed letter from a director or attorney requesting a waiver of objections to dissolution and asset distribution.
Balance sheets for the last three years showing the disposition of assets and the recipient of any remaining assets.
A copy of the Articles of Incorporation, if not previously submitted to the Registry.
A copy of Form ELEC NP, if one was filed.
Any documents showing restrictions on the use of assets being distributed.

Religious corporations have a lighter package: just the signed letter and an executed copy of the certificate of dissolution. When the submission is complete, the AG’s typical turnaround is about a month, though general filings can run 30 to 90 days.⁴

Asset distribution is where boards most often trip themselves up. Under federal tax law, no part of a 501(c)(3) organization’s net earnings may benefit any private individual, including founders, board members, or their families.⁶ Remaining assets of a public benefit corporation must go to another tax-exempt organization with a similar charitable purpose, as the articles of incorporation typically require. If the AG finds assets went to insiders or to an unrelated purpose, the waiver will not be issued and the dissolution stalls.

File Form ELEC NP If the Vote Wasn’t Unanimous

If not all members voted in favor of dissolving — or, for a corporation without members, not all directors voted in favor — a separate Certificate of Election to Wind Up and Dissolve (Form ELEC NP) must be filed with the Secretary of State before or at the same time as Form DISS NP.⁵ If the vote was unanimous and the certificate of dissolution includes a statement saying so, no separate ELEC NP is required.⁷

Completing Form DISS NP

The form is one page. You can download it from the Secretary of State’s website or complete it inside BizFile Online.

Item 1 — Corporate Name. Enter the exact legal name as it appears in Secretary of State records. A missing “Inc.” or a spelling variance can cause a rejection.

Item 2 — Entity Number. Enter the seven-digit number with the “C” prefix assigned at formation.⁵

Dissolution statements. The middle of the form contains declarations you must affirm: that the corporation has been completely wound up, that all known debts and liabilities have been paid (or paid as far as assets permitted), and that any remaining assets were distributed to the proper recipients. Mutual benefit and general cooperative corporations have a specific statement confirming that known assets were distributed to the persons entitled to them, or that the corporation never acquired assets.⁵

Attorney General letter checkbox. Public benefit and religious corporations check the box confirming the AG waiver letter is attached, and attach it. A mutual benefit corporation that does not hold charitable assets in trust may not need the letter; confirm with the Registry before filing.⁵

Signature. The form must be signed under penalty of perjury by the sole director or by a majority of the directors then in office.⁵ The form has no signature option for officers who aren’t directors, which trips people up. A three-director board needs at least two signatures.

Submitting the Form

Three channels are available:

Online through BizFile. Submit at bizfileonline.sos.ca.gov. Online terminations typically process slightly faster than mail.⁸
By mail. Send the completed form, with any required AG letter attached, to Corporate Filings, P.O. Box 944260, Sacramento, CA 94244-2600.⁹
Drop-off in Sacramento. A $15 special handling fee applies per filing for in-person drop-off.⁸

There is no filing fee for Form DISS NP.⁵ A certified copy of the filed certificate costs $5. Expedited service is available for organizations that need it: $350 for 24-hour processing, $500 for 4-hour processing (drop-off only), or $750 for same-day processing. Expedited fees are added to any other applicable fees and are not refunded if the filing is rejected.⁸

The Secretary of State posts current processing dates on its website; check them before filing because the backlog shifts throughout the year.¹⁰ Once the Secretary of State accepts the certificate, the corporation’s legal existence ends, except for any further winding-up still needed.¹¹

When the Short Form Applies Instead

Some nonprofits qualify for the Nonprofit Short Form Dissolution Certificate (Form DSF NP) and skip the DISS NP path entirely. All of the following must be true:

Filing occurs within 24 months of the original incorporation date.
The corporation has no debts or liabilities, other than any final tax liability that will be satisfied or assumed.
The corporation was created in error.
No memberships were issued, or all membership payments have been returned.
All final tax returns have been or will be filed with the FTB.
Any remaining assets were distributed to the proper recipients, or the corporation never acquired assets.

If any of these statements is not true, the organization cannot use Form DSF NP and must file the standard Form DISS NP.¹² The short form is also free, with an optional $5 certification fee.

After the Certificate Is Accepted

State acceptance closes the state file. It does not close out the IRS. A final Form 990 (or 990-EZ or 990-PF) is due by the 15th day of the 5th month after the termination date; check the “Final Return/Terminated” box in Item B on page 1.¹³ If the nonprofit had employees, file a final Form 941 for the quarter in which wages were last paid, checking the box on line 17 and entering that date, and file a final Form 940 for the year of closure.¹⁴

Keep records after dissolution. The IRS can audit past returns until the statute of limitations expires, and former directors may need corporate documents to answer future claims. Keep permanently: articles of incorporation, the IRS determination letter, board meeting minutes, corporate resolutions, year-end financial statements, audit reports, and all filed tax returns. Keep supporting documents like contracts, bank statements, and receipts for at least seven years after the final tax return was filed.

1
California Secretary of State. Business Search – Frequently Asked Questions
2
Franchise Tax Board. My Business Is Suspended
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Franchise Tax Board. FTB Publication 1038
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Office of the Attorney General. Dissolution
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California Secretary of State. Nonprofit Certificate of Dissolution Form DISS NP
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Internal Revenue Service. Inurement/Private Benefit – Charitable Organizations
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Justia Law. California Corporations Code Chapter 16 – Voluntary Dissolution
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California Secretary of State. Service Options
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California Secretary of State. Contact Information – Business Entities
10
California Secretary of State. Current Processing Dates
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California Legislative Information. California Corporations Code CORP 6615 – Certificate of Dissolution
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California Secretary of State. California Nonprofit Short Form Dissolution Certificate
13
Internal Revenue Service. Termination of an Exempt Organization
14
Internal Revenue Service. Instructions for Form 941