California Form DSF STK, the Short Form Dissolution Certificate, lets a California stock corporation terminate its legal existence at no cost — but only if the corporation was formed within the last 12 months, never conducted business, and never issued shares. If all three are true (along with a few related conditions), you file a single page with the Secretary of State and the corporation is dissolved. If any one of them is not true, you cannot use this form and must take the longer dissolution route using Form DISS STK.
Do You Qualify to File DSF STK
Every statement on the form has to be true. Miss one, and the Secretary of State will reject the filing. The required statements are:
- The certificate is being filed within 12 months of the date the Articles of Incorporation were filed.
- The corporation has no debts or liabilities, other than any tax liability covered below.
- Any tax liability has been paid or assumed by another person or entity.
- All final returns required under the California Revenue and Taxation Code have been or will be filed with the Franchise Tax Board.
- The corporation has conducted no business since the Articles of Incorporation were filed.
- No shares have been issued. If investors paid for shares, those payments have been returned.
- Any known remaining assets have been distributed to the people entitled to them, or the corporation acquired no known assets.
If you can affirm all seven, DSF STK is available. If not, the form’s own instructions direct you to the standard process using Form DISS STK and, where applicable, the Certificate of Election to Wind Up and Dissolve (Form ELEC STK).1California Secretary of State. Short Form Dissolution Certificate
Filling Out the Form
The form is short because the eligibility rules carry the weight. You’ll need two things to match the Secretary of State’s records exactly: the corporation’s full legal name, and its seven-digit entity number (the one assigned when the Articles of Incorporation were filed, formatted with a “C” prefix).2California Secretary of State. Business Search – Frequently Asked Questions If you’re unsure of either, look the corporation up through BizFile Online before filing.
The body of the form is a pre-printed checklist of the seven statements. You confirm them rather than draft them. If another person or entity has assumed responsibility for any tax liability, enter that party’s name and address in the field provided. An authorized person signs and dates the certificate. Small discrepancies in the name or entity number are a common cause of rejection, so check both against the state’s records before sending.
Where to Send It and What It Costs
There is no filing fee. You can submit DSF STK three ways:
- Online through BizFile Online at bizfileonline.sos.ca.gov. Electronic filings typically turn around fastest.
- By mail to the Secretary of State, P.O. Box 944260, Sacramento, CA 94244-2600.
- In person at the Secretary of State’s Sacramento office, which carries a $15 special handling fee. Do not include that fee with a mailed filing.
An optional certified copy is $5 if you want official proof of the dissolution.1California Secretary of State. Short Form Dissolution Certificate The Secretary of State publishes current processing dates by submission method on its website; as of early 2026, corporate termination filings are being processed within days of receipt across all three channels, though backlogs develop at peak times.3California Secretary of State. Current Processing Dates
Once the filing is reviewed and approved, the corporation’s state record updates to dissolved and a confirmation notice is issued. Keep that confirmation. You’ll want it when you notify the IRS and close any accounts opened in the corporation’s name.
If You Don’t Qualify
Most corporations that need to dissolve won’t meet DSF STK’s conditions, because they have been around for more than a year, conducted business, or issued shares. Those corporations use Form DISS STK (Certificate of Dissolution), signed and verified by a majority of the directors then in office, stating that the corporation has been wound up, that known debts are paid or provided for, that remaining assets have been distributed, and that a final franchise tax return has been or will be filed. If a third party has assumed any debts rather than paying them outright, that party must be identified by name and address on the certificate.4California Legislative Information. California Code CORP 1905 – Voluntary Dissolution DISS STK carries the same $0 filing fee, $5 certified copy, and $15 in-person handling charge.5California Secretary of State. Certificate of Dissolution – California Stock Corporation
Good Standing Is a Prerequisite
DSF STK will not be accepted if the corporation is not in good standing with both the Secretary of State and the Franchise Tax Board. A corporation that has been suspended or forfeited — for a missed statement of information, an unfiled tax return, or unpaid taxes — has to go through the revivor process first: file all delinquent returns, pay all balances with penalties and interest, and submit a revivor request.6State of California Franchise Tax Board. Closing a California Business Entity
This is where delay gets expensive. For as long as a corporation exists on the state’s books, the $800 annual minimum franchise tax keeps accruing, whether the corporation is doing anything or not.7State of California Franchise Tax Board. Corporations A corporation formed and forgotten can owe thousands in back taxes and penalties by the time anyone tries to close it out. The 12-month DSF STK window exists precisely to let people shut down quickly before that meter runs very far.
Tax Filings That Go With the Dissolution
DSF STK itself requires you to confirm that all final California tax returns have been or will be filed.1California Secretary of State. Short Form Dissolution Certificate On the FTB side, that means filing a final return with the “Final Return” box checked on page one and “final” written at the top. The return remains subject to audit until the statute of limitations expires, so keep copies.6State of California Franchise Tax Board. Closing a California Business Entity
On the federal side, a dissolving corporation must file IRS Form 966 (Corporate Dissolution or Liquidation) within 30 days of adopting the resolution or plan to dissolve. The form asks for the EIN, date and place of incorporation, the resolution date, the number of shares outstanding, and the Internal Revenue Code section the corporation is dissolving under. Attach a certified copy of the dissolution resolution.8Internal Revenue Service. Form 966 – Corporate Dissolution or Liquidation For a DSF STK filer that never issued shares or did business, Form 966 is still technically required, though the practical stakes are lower than for an operating corporation.
If the corporation ever had employees — unusual for a DSF STK candidate but not impossible — file a final Form 941 for the quarter the last wages were paid. Check the box indicating the business has closed, enter the date of the final wage payment, and attach a statement showing who will keep the payroll records and where. Furnish W-2s to employees and file them with the Social Security Administration.9Internal Revenue Service. Closing a Business
Records to Keep After the Dissolution
Don’t clear out the files the day the dissolution is confirmed. The IRS recommends keeping tax returns and supporting records for at least three years from the filing date, and six years if the corporation underreported gross income by more than 25 percent on any return.10Internal Revenue Service. How Long Should I Keep Records The FTB can also audit final returns after filing, so holding state records for the same period is sensible. Keep the Secretary of State’s dissolution confirmation, the final FTB return, IRS Form 966, and any winding-up correspondence together in one place you can find later.