Fill - Free fillable Corp Stkdsf Form DSF STK (California) PDF form

eForms Instructions BE (EST 11/2020)

2020 California Secretary of State

biz

file.sos.ca.gov

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Secretary of State

Business Programs Division

Business Entities, 1500 11th Street, Sacramento, CA 95814

California Stock Corporation

Dissolution Requirements – What Form to File

What form(s) do I file to dissolve my California Stock Corporation?

Form to Use Requirements

Short Form Dissolution Certificate -

Form DSF STK

All of the following statements about the California corporation

must be true:

a) Was registered in California within the last 12 months;

b) Has no debts or other liabilities, except as provided in Item c;

c) The tax liability will be satisfied on a taxes paid basis or the tax

liability will be assumed;

d) All required California final tax returns have been or will be

filed with the California Franchise Tax Board;

e) No business has been conducted from the date of registration;

f) No shares have been issued, and if the corporation has

received payments for shares from investors, those payments

have been returned to those investors;

g) The corporation is dissolved; and

h) The assets have been distributed or the corporation acquired

no known assets.

Note: If filing Form DSF STK, Form ELEC STK and Form DISS STK

are not required.

(California Corporations Code section 1900.5.)

Certificate of Election to Wind Up and

Dissolve –

Form ELEC STK

• If

the California stock corporation cannot answer yes to all of the

items a) – h) above; and

• If the vote to dissolve was made by less than all the

shareholders.

Note: If the vote to dissolve was made by all of the shareholders and

that fact is stated on Form DISS STK, Form ELEC STK is not

required.

(California Corporations Code section 1901.)

Certificate of Dissolution –

Form DISS STK

• I

f the California stock corporation cannot answer yes to all of the

items a) – h) above.

Note: If the vote to dissolve was made by less than all of the

shareholders, Form ELEC STK must be filed prior to or together with

Form DISS STK.

(California Corporations Code section 1905.)

The status of the corporation must be active on the records of the California Secretary of State in order to file

dissolution documents. The status of the corporation can be checked online on the Secretary of State's

Business Search at BusinessSearch.sos.ca.gov.

Corp Diss/Stock Info (Rev. 12/2020) Page 1 of 1

2020 California Secretary of State

bizfile.sos.ca.gov

Instructions for Completing the

Short Form Dissolution Certificate (Form DSF STK)

(ONLY California Stock Corporation Formed in the Last 12 Months)

The Short Form Dissolution Certificate (Form DSF STK) may be used to dissolve a California stock corporation if it is

filed within twelve (12) months from the date the Articles of Incorporation were filed with the California Secretary of

State, and if the corporation can say ALL the required statements set forth in Item 3 are true. If the corporation

cannot say ALL the required statements in Item 3 are true, the corporation must follow the normal dissolution

process. See Certificate of Dissolution (Form DISS STK) and if applicable, Certificate of Election to Wind Up

and Dissolve (Form ELEC STK). To get Form DISS STK and Form ELEC STK, go to www.sos.ca.gov/business/be/

forms. Before submitting the completed form(s), you should consult with a private attorney for advice about your

specific business needs.

• Form DSF STK has been created for ease in filing, however, any format may be used, provided it meets

tatutory requirements.

• Upon filing Form DSF STK, the corporation will be terminated and the corporation’s powers, rights and

privileges will cease in California.

• The status of the corporation must be active on the records of the California Secretary in order to file

dissolution documents. The status of the corporation can be checked online on the Secretary of State's

Business Search at BusinessSearch.sos.ca.gov.

Fees:

• Filing Fee: There is no fee for filing this Short Form Dissolution Certificate (Form DSF STK).

• Faster Service Fee:

- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver in

person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee

provides priority service over documents submitted by mail. The special handling fee is not refundable

whether the document is filed or rejected.

- Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a

guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information

about this faster processing service through our Preclearance and Expedited Filing Services, go to

www.sos.ca.gov/business/be/service-options.

- Counter and guaranteed expedite services are available only for documents delivered in person (drop off)

to our Sacramento office.

Copies: To get a copy of the filed document, include payment for copy fees when the document is submitted.

Copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional

$5.00 certification fee, per document.

Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash

by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card

(Visa or Mastercard®).

Processing Dates: For current processing dates, go to www.sos.ca.gov/business/be/processing-dates.

If you are not completing this form online, please type or legibly print in black or blue ink. Complete the Short

Form Dissolution Certificate (Form DSF STK) as follows:

Item Instruction Tips

1. Enter the name of the Corporation

exactly as it appears on file with the

California Secretary of State, including

the entity ending (ex: “Jones &

Company, Inc.” or “Smith Construction

Company”).

• If the corporation is a California nonprofit corporation, do

not file this Form DSF STK; file a Certificate of Election to

Wind Up and Dissolve – Nonprofit (Form ELEC NP).

• If the corporation is a registered foreign corporation (formed

outside of California), do not file this Form DSF STK; file the

Certificate of Surrender (Form SURC) to terminate

registration in California.

DSF STK Instructions (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

Enter the 7-digit corporate Entity

Number issued to the corporation

by the California Secretary of State at

the time of registration.

• The 7-digit Entity (File) Number is provided by the Secretary

of State on the corporation’s registration document filed

with the California Secretary of State.

• To ensure you have the correct Entity Number and exact

name of the corporation, look to your registration

document filed with the California Secretary of State and

any name change amendments.

• Secretary of State Records can be accessed online through

our Business Search at BusinessSearch.sos.ca.gov. While

searching the Business Search, be sure to identify your

corporation correctly including the jurisdiction that

matches your corporation.

• These required statements must not

be altered.

• These required statements ALL must

be true.

• If ANY of the required statements are not true, the

orporation cannot file this Short Form Dissolution

Certificate (Form DSF STK) and must follow the normal

dissolution process. See Certificate of Dissolution (Form

DISS STK) and if applicable, Certificate of Election to Wind

Up and Dissolve (Form ELEC STK).

• See Final Tax Returns section below.

4 You must check the appropriate box

(check one).

• If the corporation has filed a Statement of Information with

the California Secretary of State pursuant to California

Corporations Code section 1502, the sec

ond box cannot

be checked.

• If the first box of Item 4 was

checked, Form DSF STK must be

dated, signed and verified by the

sole director or a majority of the

directors now in office; or

• If the second box of Item 4 was

checked, Form DSF STK must be

dated, signed and verified by the

sole incorporator or a majority of the

incorporators.

• Verification requires a statement under penalty of perjury

under the laws of the State of California that the matters set

forth in the certificate are true and c

orrect of the signor’s

own knowledge. (Section 193.)

• To complete the verification, the date must be the date the

document is signed by each director or incorporator.

• If you need more space for additional signatures:

- The dated signature(s) with verification must be

placed on only one side of a standard letter-sized piece

of paper (8 1/2" x 11") clearly marked as an attachment

to Short Form Dissolution Certificate (Form DSF STK)

and attach the extra page(s) to the completed Short

Form Dissolution Certificate (Form DSF STK).

- The following verification must be included with

additional signatures and date(s) on an attachment: I

declare under penalty of perjury under the laws of the

State of California that the matters set forth in the

certificate are true and correct of my own knowledge.

- All attachments are part of this document.

• Multiple Short Form Dissolution Certificates (Form DSF

STK) with different signatures will be returned without

being filed.

DSF STK Instructions (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

Return Receipt Request: It is recommended for proof of submittal that if the Certificates of

Dissolution (Form DISS STK) is mailed to the California Secretary of State, it be sent by Certified Mail with

Return Receipt Requested.

Legal Authority: General statutory filing provisions are found in California Corporations Code section 1900.5. All

statutory references are to the California Corporations Code.

Final Tax Returns: See California Franchise Tax Board’s (FTB) Publication 1038 – Guide to Dissolve, Surrender,

or Cancel a California [or Foreign] Business Entity – https://www.ftb.ca.gov/forms/misc/1038.html.

• All final returns required under the California Revenue and Taxation Code must be filed timely

(Form 100/100S) with the FTB and the $800 minimum franchise tax for the tax year of the final return must be

paid. If final returns are not filed, the corporation will remain FTB active and continue to be subject to the $800

minimum franchise tax for each taxable year.

• For information regarding FTB forms and publications go to ftb.ca.gov or contact the FTB at

(800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.).

DSF STK Instructions (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

Secretary of State

DSF STK

This Space For Office Use Only

Short Form Dissolution Certificate

(ONLY California Stock Corporation

Registered in

California in

the Last 12 Months)

IMPORTANT — Read Instructions before completing this form.

There is No Fee for filing a Short Form Dissolution Certificate - Stock

Copy Fees – First page $1.00; each attachment page $0.50;

Certification Fee - $5.00 plus copy fees

1. Corporate Name (Enter the exact name of the corporation as it is recorded

with the California Secretary of State.)

2. 7-Digit Secretary of State Entity Number

3. Required Statements (Do not alter the Required Statements – ALL must be true to file Form DSF STK.)

Statements 3(a) – 3(g) are true:

a) This Short Form Certificate of Dissolution is being filed within twelve (12) months from the date the Articles of Incorporation

were filed with the Secretary of State;

b) The corporation does not have any debts or other liabilities, except as provided in Item 3(c);

c) The tax liability of the corporation will be satisfied on a taxes paid basis, or a person or corporation or other business entity

assumes the tax liability, if any, of the dissolving corporation and is responsible for additional corporate taxes, if any, that are

assessed and that become due after the date of the assumption of the tax liability;

d) All final returns required under the California Revenue and Taxation Code have been or will be filed with the California

Franchise Tax Board;

e) The corporation has not conducted any business from the time of the filing of the Articles of Incorporation with the Secretary

of State;

f) The corporation has not issued any shares, and if the corporation has received payments for shares from investors, those

payments have been returned to those investors;

g) The corporation is dissolved; and

h) The known assets remaining after payment of, or adequately providing for, the known debts and liabilities have been

distributed to the persons entitled thereto; or the corporation acquired no known assets.

Note: If the corporation cannot say all of these items are true, the corporation cannot file this Short Form Dissolution Certificate (Form

DSF STK) and must follow the normal dissolution process. See Certificate of Dissolution (Form DISS STK), and if applicable, Certificate

of Election to Wind Up and Dissolve (Form ELEC STK).

4. Dissolution (Check the applicable statement. Only one box may be checked.)

The undersigned sole director or a majority of the directors now in office has authorized the dissolution and elected to

dissolve the corporation.

No directors were named in the original Articles of Incorporation and none have been elected. The undersigned sole

incorporator or a majority of the incorporators has authorized the dissolution and elected to dissolve the corporation.

Note: The second box cannot be checked if the corporation has filed a Statement of Information with the California Secretary of State.

5. Read, Verify, Date and Sign Below (See Instructions for signature requirements.)

I declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and

correct of my own knowledge.

__________________ ____________________________________________ ______________________________________________

Date Signature Type or Print Name

__________________

__________________________________________ ______________________________________________

Date Signature Type or Print Name

__________________

__________________________________________ ______________________________________________

Date Signature Type or Print Name

DSF STK (REV 12/2020)

2020 California Secretary of State

bizfile.sos.ca.gov

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