Attorney General’s Office 
California Department of Justice                                                                            
 
General Guide for Dissolving                                                     
                                                                                THIS GUIDE APPLIES TO: 
                                                                                 
                                                                                Public Benefit Corporations 
A California Nonprofit Corporation                                              subject to Corporations Code 
                                                                                sections 6615 and 6716(c) 
A California nonprofit corporation that decides to wind up operations            
must take certain steps to dissolve and distribute any remaining assets.        Mutual Benefit 
                                                                                Corporations subject to 
These steps apply after the nonprofit corporation’s board of directors          Corporations Code sections 
or its membership votes to cease operations but before any remaining            7238 and 8716 
assets are distributed.                                                          
                                                                                Religious Corporations 
                                                                                subject to Corporations Code 
The process for winding up the nonprofit corporation involves the               section 9680. 
California Attorney General’s Office, Secretary of State and California 
                                                                                 
Franchise Tax Board. 
 
Here are the basic steps to follow to dissolve a California nonprofit corporation: 
 
      1.  VOTE BY NONPROFIT BOARD OR MAJORITY OF CORPORATION S MEMBERSHIP’         TO 
          DISSOLVE AND PREPARE CERTIFICATE OF ELECTION TO WIND UP AND DISSOLVE  IF                           (
          APPLICABLE  AND) OR/A CERTIFICATE OF DISSOLUTION               
           
          Election to Wind Up and Dissolve:  This information must be recorded in a certificate format specified by 
          the Secretary of State. Sample certificate forms and instructions are available from the Secretary of State’s 
          web site: http://www.sos.ca.gov/business/be/forms.htm#corp 
           
      2.  FILE FINAL STATE TAX RETURN AND VERIFY CURRENT STATUS WITH  RANCHISE     F
          T AX B OARD    
           
          *Note: Due to the passage of Assembly Bill 2341 (9/29/06), which amends Revenue and Taxation Code 
          section 6519, the Franchise Tax Board no longer requires a “Tax Clearance Certificate.”  However, 
          dissolution documents cannot be filed on behalf of a suspended corporation.  (Revenue and Taxation 
          Code sections 23301 and 23775.) Further information and instructions are available from the Franchise 
          Tax Board’s web site:, http://www.ftb.ca.gov/forms/search/index.aspx 
           
                                        MAILING ADDRESSES 
                                                                                
 California Attorney General’s Office  California Secretary of State            
 Registry of Charitable Trusts         Document Support Filing Unit 
                                          th     rd
 P.O. Box 903447                       1500 11  Street, 3  Floor 
 Sacramento, CA  94203-4470            Sacramento, CA  95814 
  
CT-603 (2/11) 

                                                 1 
 

 General Guide for Dissolving a California Nonprofit Corporation 
 
 3. O BTAI    N DISSOLUTIO             N  W AI  VER      FROM     ETH        ATTORN         EY G ENERAL         S’ O FFI    CE BEFO     RE 
    DISPOSIN           G   F O AN Y              REMAINING ASSET    S 
 
    A nonprofit corporation holds its assets in trust for the specific purposes and activities stated in the 
    organization’s articles of incorporation. Any transfer of remaining assets inconsistent with the 
    organization’s stated purpose may be subject to objections by the Attorney General. Your request for a 
    dissolution waiver of objections must be mailed to the Attorney General’s Registry of Charitable Trusts and 
    must contain the following information: 
 
    A.  LETTER SIGNED BY A DIRECTOR OF THE CORPORATION, OR                                                
        ITS ATTORNEY, DETAILING ALL INDIVIDUALS OR GROUPS WHO                                             
        WILL BE RECEIVING THE CORPORATION’S REMAINING                                                    ASSETS MUST BE DISTRIBUTED 
        ASSETS. If no assets remain for distribution, that information must                              IN ACCORDANCE WITH 
        be provided in a letter.                                                                         ARTICLES OF INCORPORATION 
                                                                                                         AND BY-LAWS OF DISSOLVING 
 
                                                                                                         CORPORATION,AND ARE      
        For each intended recipient, the letter must provide: 
                                                                                                         SUBJECT TO ANY TRUST UNDER 
                                                                                                         WHICH THE ASSETS ARE HELD
                                                                                                                                          . 
        ♦ Recipient’s  Full Legal Name, Address, Telephone Number; 
                                                                                                          
        Corporate Number; and FEIN, if any                                                               THE INTENDED RECIPIENT OF 
        ♦ Itemized listing of assets to be distributed, by type and value                                ASSETS MUST: 
                                                                                                          
        ♦ Proposed date of distribution                                                                   
        ♦ Any restrictions on the use of the assets to be distributed                                     • HAVE THE SAME IRS 
        ♦ Recipient’s Articles of Incorporation or trust instrument                                         EXEMPTION AS STATED IN THE 
                                                                                                            DISSOLUTION CLAUSE OF THE 
    B.  SIGNED COPY OF SIGNED                    CERTIFICATE OF DISSOLUTION                                 DISSOLVING CORPORATION’S      
        PREPARED FOR SUBMISSION TO THE SECRETARY OF STATE. 
                                                                                                            ARTICLES OF INCORPORATION     ; 
                                                                                                          
    C.  COPY OF THE CORPORATION’S IRS FORM 990, FORM 990-EZ or                                            
        FORM 990-PF FOR THE LAST THREE (3) ACCOUNTING                                                     • BE CURRENT IN REPORTING 
        PERIODS. If the corporation does not file one of these informational                                OBLIGATIONS TO THE 
        returns, it must submit financial statements showing receipts and                                   ATTORNEY GENERAL S’  
        disbursements, and a balance sheet, for the three (3) most current 
        accounting periods, as well as financial statements for the incomplete                              REGISTRY OF CHARITABLE       
        accounting period.                                                                                  TRUSTS,IF REQUIRED TO 
                                                                                                            REGISTER AND REPORT. 
 
    D.  ENDORSED-FILED COPY OF CORPORATION’S ARTICLES OF INCORPORATION, INCLUDING 
        ANY AMENDMENTS. 
 
 4. S UBMI  T   F IN   AL      NOTIC      E   FO S UBMISSIO         N   O  T HET S ECRETA           RY   FO   S TATE    S’ O FFIC     E 
 
    Mail the final dissolution packet to the Secretary of State, to the attention of: Document Filing Support 
    Unit/Legal Review. The packet should contain the: (1) letter from the Attorney General, either waiving 
    objections to the proposed distribution of the corporation's assets or confirming that the corporation has no 
    assets; and (2) executed Certificate of Dissolution. 
 
 5. S UBMI  T   F IN   AL      NOTIC      E   FO S UBMISSIO         N   O  T HET ATTORNE           Y G ENERAL           S’ O FFIC     E 
 
    Mail the final dissolution packet to the Attorney General’s Office, to the attention of: the Registry of 
    Charitable Trusts. The packet should contain: (a) a copy of the Certificate of Dissolution filed by the 
    Secretary of State, or written confirmation that the Certificate of Dissolution has been filed with the 
    Secretary of State; and (b) the final financial report for the corporation showing that all assets were 
    distributed properly, resulting in a zero balance. 

                                                                    2