Bay Area Business Lawyers | Primum Law

Steps Required to Dissolve Your LLC

When you decide to form a limited liability company (LLC), there are formal steps you must take. Similarly, there are steps you need to take if you want to dissolve an LLC. With many businesses facing struggles during the COVID-19 pandemic, many owners in California might be wondering – if the time comes – what is required to dissolve their LLC.

The Dissolution Process

When you are ready to dissolve your company, it is important to review any operating agreements or articles of organization, which often have instructions of how owners should approach dissolution. You might need to hold a vote or follow other procedures. If you do not have operating agreements with instructions, California law will dictate the procedures you must follow to decide to dissolve the company.


Next, depending on your circumstances, you need to file either a certificate of dissolution or a certificate of cancellation (if there is a unanimous vote) with the Secretary of State. You must include all required information on either certificate.

Winding Up the LLC

In addition to filing formal documents, you must also properly “wind up†the business affairs. This process can include:

  • Collecting all accounts receivable and filing legal claims if needed
  • Fulfilling all debt and tax obligations or defending legal actions
  • Taking inventory of LLC property and determining how to dispose of it
  • Collecting LLC assets and dividing them in the proper order

The winding up process is highly detailed, and you must follow all applicable guidelines to avoid later liability or losses.

Contact a San Francisco Business Lawyer for Assistance

At Primum Law Group, we assist LLC owners throughout every stage of business, including dissolution and winding up. Contact us online or call 415.293.8042 to discuss your situation with a San Francisco business attorney and to learn how we can assist you today.

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