How to Fill Out FTB Form 3502: Nonprofit Pre-Dissolution Tax Abatement

To fill out FTB Form 3502, enter your nonprofit’s legal name and identifying numbers, list every tax year you want the Franchise Tax Board to abate, and have an officer or director sign the declaration under penalty of perjury before mailing the one-page form to the Exempt Organizations Unit in Rancho Cordova. The form asks the FTB to erase unpaid $800 minimum franchise taxes, interest, and penalties so a nonprofit that stopped operating can finally dissolve.¹ Filing it starts a 12-month countdown to complete dissolution with the Secretary of State; miss that window and the abated amounts come back.²

Check Eligibility First

Revenue and Taxation Code Section 23156 limits Form 3502 to a “qualified nonprofit corporation.” That means a California nonprofit corporation, or a foreign nonprofit that qualified to do intrastate business here, falling into one of three buckets:²

The nonprofit once held FTB tax-exempt status, and the FTB revoked it for failure to file returns or pay a balance.
The nonprofit once held IRS tax-exempt status, and the IRS revoked it for failure to file required returns or notices.
The corporation was incorporated in California but never actually did business in the state.

The nonprofit must also certify it has stopped all business operations and was not doing business during the tax years covered by the request.¹ Its Secretary of State status should be active or suspended. An organization that has already dissolved doesn’t need this form.

What to Gather Before You Start

The form is short, but the answers have to be exact. Pull these together first:

California corporation number or SOS file number — the entity number assigned when the nonprofit was incorporated or qualified.
Federal Employer Identification Number (FEIN).¹
A list of every tax year for which you’re requesting abatement of the $800 minimum franchise tax and related interest and penalties.³
Copies of the most recent tax filings, even if they show no activity.

The instructions don’t require a balance sheet as an attachment, but records showing zero assets and no activity help if the FTB asks questions. If the nonprofit transferred its remaining assets to another organization before shutting down, keep the date and recipient’s name handy.

Filling In the Form

Download the current version from the FTB’s forms page; the 2025 edition is the most recent.⁴ It’s one page.

Enter the organization’s legal name exactly as it appears on the articles of incorporation. A missing “Inc.” or a misspelled word can slow processing. Add the California corporation or SOS file number and the FEIN in the fields provided.

The tax years section carries most of the weight. List every specific year you want abated. The FTB will not include years you leave off. If the nonprofit accumulated six years of unpaid minimum franchise tax at $800 each, list all six.

The declaration at the bottom must be signed by an officer or director, not just any board member or volunteer.⁴ The signer certifies under penalty of perjury that the information is true, correct, and complete, and acknowledges the FTB may share it with other California agencies. Print the signer’s name, title, and date next to the signature.

Where to Mail It

Form 3502 can’t be filed electronically. Mail the signed form to:¹

Exempt Organizations Unit MS F120
Franchise Tax Board
PO Box 1286
Rancho Cordova, CA 95741-1286

Use certified mail with return receipt. You’ll want proof of the filing date, because that date starts the 12-month dissolution clock. There is no filing fee for Form 3502 itself.

What the FTB Does Next

The FTB says it will respond within 10 weeks of receiving the request.¹ It may contact the organization to ask about bank accounts, prior filings, or when operations stopped. Approval comes as an official letter, but that letter is not the finish line. It’s a green light to move forward with dissolution through the Secretary of State and, for most nonprofits, the Attorney General.

If the FTB decides the organization doesn’t meet the statutory requirements, it will deny the request. The instructions don’t describe a formal appeal process specific to Form 3502 denials. The California Office of Tax Appeals handles disputes between taxpayers and the FTB generally, though its published materials don’t specifically address Section 23156 abatement denials.⁵

The 12-Month Deadline Is the Trap

From the date you mail Form 3502, not the date the FTB approves it, you have 12 months to complete dissolution with the Secretary of State. Miss that window, or restart business operations at any point, and the FTB reverses the abatement and reinstates every dollar of tax, interest, and penalty.²

Because the clock starts when you mail the form, prepare the rest of the dissolution before you send it. Waiting three months for the FTB response and then starting the Attorney General waiver leaves very little room for error.

The Dissolution Steps Inside the 12 Months

Most nonprofits using Form 3502 will file the Nonprofit Certificate of Dissolution (Form DISS NP) with the Secretary of State. There’s no filing fee.⁶ A shorter alternative (Form DSF NP) exists but is limited to corporations formed within the last 24 months that were created in error, have no debts, and never issued memberships — rarely a fit for an organization with years of unpaid franchise tax.⁷

The Secretary of State will not process the dissolution without a waiver of objections letter from the California Attorney General (or written confirmation the corporation has no assets).⁸ Nonprofits going through Form 3502 have no remaining assets by definition, so a simplified certificate is often the right fit: Form 650D for organizations with minimal or no assets, or Form 650C for organizations whose total annual revenue and total assets never exceeded $25,000 over the past ten years. The AG’s office estimates about a one-month turnaround for a complete package, and charges no fee for the waiver itself.

Before the AG will issue the waiver, the nonprofit must be current and in good standing with the Registry of Charities and Fundraisers, the FTB, and the Secretary of State. That means annual Form RRF-1 filings (with the appropriate IRS 990-series return or state substitute) up to date.⁹ Check Registry status before you mail Form 3502; a delinquent listing will stall the waiver and eat into your 12 months.

Don’t Forget the IRS

Dissolving under California law doesn’t notify the IRS. The organization must file a final federal return or notice marked as a termination:¹⁰

Form 990 or 990-EZ filers check the “Terminated” box in Item B and complete Schedule N with details on how assets were distributed.
Form 990-PF filers check the “Final” return box in header Item G.
Form 990-N (e-Postcard) filers answer “yes” to the termination question.

If the organization terminates mid-year, the final 990, 990-EZ, or 990-PF is due by the 15th day of the 5th month after the termination date. The IRS tells e-Postcard filers to submit the final notice as soon as reasonably practicable after what would have been the start of the next tax year.¹⁰

1
Franchise Tax Board. 2024 Instructions for Form FTB 3502 Nonprofit Corporation Request for Pre-Dissolution Tax Abatement
2
California Legislative Information. California Code Revenue and Taxation Code 23156
3
Franchise Tax Board. Corporations – Section: Minimum Franchise Tax
4
Franchise Tax Board. 2025 Form 3502 Nonprofit Corporation Request for Pre-Dissolution Tax Abatement
5
Office of Tax Appeals. Office of Tax Appeals
6
California Secretary of State. Nonprofit Certificate of Dissolution
7
California Secretary of State. Nonprofit Short Form Dissolution Certificate
8
State of California – Department of Justice – Office of the Attorney General. Dissolution
9
State of California – Department of Justice – Office of the Attorney General. Annual Registration Renewal
10
Internal Revenue Service. Termination of an Exempt Organization