Form Llc 4 7 – Fill Out and Use

Changes to California Business Entity Filings (Updated May 15, 2013)

As of January 1, 2013, new legal requirements apply to business entity documents filed with the California Secretary of State’s office.

Entity Addresses

All formation/registration documents must include the business entity street address and mailing address.

All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists.

Agent Address

All documents listing an individual person as an agent for service of process must include the agent’s California street address. A post office box address is not acceptable. All documents listing a corporation as a California registered corporate agent must not list an address. The corporate agent’s address is already on file.

Certificate to Register as a Corporate Agent

All corporate agents filing a certificate pursuant to California Corporations Code section 1505 must include the California street address where process may be served. A post office box address for a California registered corporate agent will not be accepted on any document.

Future File Date Requests

All future file date requests for corporation and limited liability company documents must be included within the document submitted or as an attachment to be made part of the filed document.

Copy Requests

The Secretary of State will no longer endorse and certify customer-provided copies. However, a customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Customers requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page. Each certified copy requires an additional $5.00 certification fee.

Note: While domestic stock and foreign corporations are required to pay a total of $25.00 when filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00 disclosure fee. Therefore, customers requesting copies of a Statement of Information (corporation or limited liability company) must include the copy fees described above.

SB 1532 - Business Entities Filings (REV. 05/2013)

Instructions for completing the Certificate of Dissolution (Form LLC-3)

Where to File: For easier completion, this form is available on the Secretary of State's website at www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244- 2280 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office

It is recommended for proof of submittal that if Form LLC-3 is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested.

Legal Authority: Statutory filing provisions are found in California Corporations Code section 17356. All statutory references are to the California Corporations Code, unless otherwise stated.

Form LLC-3 is required when the vote to dissolve was made by less than 100 percent of the members. To complete the cancellation process the limited liability company (LLC) must also file a Certificate of Cancellation (Form LLC-4/7) pursuant to Section 17356(b). Note: The Articles of Organization of the LLC will not be cancelled until Form LLC-4/7 is filed.

Form LLC-3 is not required when the vote to dissolve was made by 100 percent of the members and a statement to that effect is indicated on Form LLC-4/7.

It is recommended that legal counsel be consulted prior to submitting cancellation documents to ensure that all issues are appropriately addressed.

Fees: There is no fee for filing Form LLC-3. However, a non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of the special handling fee. For detailed information about preclearance and expedited filing services, go to www.sos.ca.gov/business/be/service-options.htm. The special handling fee or preclearance and expedited filing services are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State.

Copies: To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.

Complete Form LLC-3 as follows:

Item 1. Enter the file number issued by the California Secretary of State.

Item 2. Enter the name of the limited liability company exactly as it is of record with the California Secretary of State, including the entity ending.

Item 3. Enter any other information the managers or members filing Form LLC-3 determine to include. Attach additional pages, if necessary. If no other information is to be included, leave Item 3 blank and proceed to Item 4.

Item 4. Form LLC-3 should be signed by an authorized person, i.e., manager.

If Form LLC-3 is signed by an attorney-in-fact, the signature should be followed by the words “Attorney-in-fact for (name of person).”

If Form LLC-3 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title, the exact entity name and the entity’s relation to the dissolving limited liability company. Example: If a limited liability company (“Smith LLC”) is the manager of the dissolving limited liability company, the signature of the person signing on behalf of Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Manager.

Item 5. Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.

LLC-3

ADDITIONAL INFORMATION (Enter any other information the managers or members filing the Certificate of Dissolution determine to include. Attach additional pages, if necessary. Additional information set forth on attached pages, if any, is incorporated herein by this reference and made part of this certificate. If no other information is to be included, leave Item 3 blank and proceed to Item 4.)

3.

EXECUTION

4. I declare I am the person who executed this instrument, which execution is my act and deed.

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)

Instructions for Completing the Certificate of Cancellation (Form LLC-4/7)

Where to File: For easier completion, this form is available on the Secretary of State's website at www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office

It is recommended for proof of submittal that if Form LLC-4/7 is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested.

Legal Authority: Statutory filing provisions are found in California Corporations Code section 17356 (domestic limited liability companies) or 17455 (registered foreign limited liability companies). All statutory references are to the California Corporations Code, unless otherwise stated.

Domestic LLC: Form LLC-4/7 must be filed after or together with a Certificate of Dissolution (Form LLC-3) pursuant to Section 17356(a). However, if all the members vote to dissolve, only Form LLC-4/7 is required.

Upon filing Form LLC-4/7, the LLC will be cancelled and the powers, rights and privileges will cease in California.

It is recommended that legal counsel be consulted prior to submitting cancellation documents to ensure that all issues are appropriately addressed.

Fees: There is no fee for filing Form LLC-4/7. However, a non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of the special handling fee. For detailed information about preclearance and expedited filing services, go to www.sos.ca.gov/business/be/service-options.htm. The special handling fee or preclearance and expedited filing services are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State.

Copies: To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.

Complete Form LLC-4/7 as follows:

Item 1. Enter the file number issued by the California Secretary of State.

Item 2. Enter the name of the limited liability company exactly as it is of record with the California Secretary of State, including the entity ending.

Item 3. This statement should not be altered. For information regarding final tax returns, contact the Franchise Tax Board at (800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.) or visit their website at https://www.ftb.ca.gov.

Item 4. Domestic limited liability companies only - check the appropriate box. NOTE: If the dissolution was not made by the vote of all the members, a Certificate of Dissolution (Form LLC-3) must be filed prior to or together with Form LLC-4/7.

Item 5. Enter any other information the managers or members filing Form LLC-4/7 determine to include. Attach additional pages, if necessary. If no other information is to be included, leave Item 5 blank and proceed to Item 6.

Item 6. Form LLC-4/7 should be signed by an authorized person, i.e., manager.

If Form LLC-4/7 is signed by an attorney-in-fact, the signature should be followed by the words “Attorney-in- fact for (name of person).”

If Form LLC-4/7 is signed by an entity, the person who signs on behalf of the entity should note their name and position/title, the exact entity name and the entity’s relation to the canceling limited liability company. Example: If a limited liability company (“Smith LLC”) is the manager of the canceling limited liability company, the signature of the person signing on behalf of Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Manager.

If Form LLC-4/7 is signed by a trust, the trustee should sign as follows: _________________, trustee for _________________________________ trust (including the date of the trust, if applicable). Example: Mary Todd, trustee of the Lincoln Family Trust (U/T/A 5-1-94).

Item 7. Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.

LLC-4/7

TAX LIABILITY (The following statement should not be altered.)

3.A final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, or a final annual tax return, as described by Section 17947 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.

DISSOLUTION (Domestic limited liability companies ONLY: Check the “YES” or “NO” box, as applicable. Note: If the “NO” box is checked, a Certificate of Dissolution (Form LLC-3) pursuant to Corporations Code section 17356(a) must be filed prior to or together with this Certificate of Cancellation.)

ADDITIONAL INFORMATION (Enter any other information the managers or members filing the Certificate of Cancellation determine to include. Attach additional pages, if necessary. Additional information set forth on attached pages, if any, is incorporated herein by this reference and made part of this certificate. If no other information is to be included, leave Item 5 blank and proceed to Item 6.)

5.

EXECUTION

6. I declare I am the person who executed this instrument, which execution is my act and deed.

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)

Instructions for Completing the Short Form Certificate of Cancellation (Form LLC-4/8)

Where to File: For easier completion, this form is available on the Secretary of State's website at www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can be mailed to Secretary of State, Document Filing Support Unit, P.O. Box 944228, Sacramento, CA 94244-2280 or delivered in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. If you are not completing this form online, please type or legibly print in black or blue ink. This form is filed only in the Sacramento office

It is recommended for proof of submittal that if Form LLC-4/8 is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested.

Legal Authority: Statutory filing provisions are found in California Corporations Code section 17350.5. All statutory references are to the California Corporations Code, unless otherwise stated.

Form LLC-4/8 may be used to cancel the Articles of Organization of a domestic limited liability company if it is filed within twelve (12) months from the date the Articles of Organization were filed with the Secretary of State, and if the limited liability company meets the remaining criteria specified by Section 17350.5. Upon filing Form LLC-4/8, the limited liability company will be cancelled and its powers, rights and privileges will cease. Note: A Certificate of Dissolution (Form LLC-3) is not required when filing Form LLC-4/8.

A domestic limited liability company that does not meet the requirements of Section 17350.5 is not eligible to file Form LLC-4/8. To cancel the Articles of Organization the limited liability company must file Certificate of Dissolution (Form LLC-3) and a Certificate of Cancellation (Form LLC-4/7). However, if all of the members vote to dissolve, only Form LLC-4/7 is required. (Section 17356.)

A registered foreign (out of state or country) limited liability company is not eligible to file Form LLC-4/8. To cancel the Application for Registration, the foreign limited liability company must file a Certificate of Cancellation (Form LLC-4/7). (Section 17455.)

It is recommended that legal counsel be consulted prior to submitting cancellation documents to ensure that all issues are appropriately addressed.

Fees: There is no fee for filing Form LLC-4/8. However, a non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional non-refundable fee in lieu of the special handling fee. For detailed information about preclearance and expedited filing services, go to www.sos.ca.gov/business/be/service-options.htm. The special handling fee or preclearance and expedited filing services are not applicable to documents submitted by mail. Check(s) should be made payable to the Secretary of State.

Copies: To get a copy of the filed document, include a separate request and payment for copy fees when the document is submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per copy.

Complete Form LLC-4/8 as follows:

Item 1.

Item 2.

LLC-4/8

REQUIRED STATEMENTS (The following statements should not be altered.)

3.a) This Short Form Certificate of Cancellation is being filed within twelve (12) months from the date the Articles of Organization were filed with the Secretary of State;

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

c)A final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, or a final annual tax return, as described by Section 17947 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.

d)The limited liability company has not conducted any business from the time of the filing of the Articles of Organization; and

e)Payments received by the limited liability company for interests from investors, if any, have been returned to those investors.

ASSETS (Check the applicable statement. Note: Only one box may be checked.)

4. The known assets of the limited liability company remaining after payment of, or adequately providing for, known debts and liabilities have been distributed to the persons entitled thereto.

The limited liability company has acquired no known assets.

DISSOLUTION (Check the applicable statement. Note: Only one box may be checked.)

5. A majority of the members or managers of the limited liability company named in Item 2 has voted to dissolve the limited liability company. The undersigned constitutes a majority of the members or a majority of the managers.

There are no members or managers. The sole person or a majority of the persons who signed the Articles of Organization of the limited liability company named in Item 2 has voted to dissolve the limited liability company. The undersigned constitutes the sole person or a majority of the persons who signed the Articles of Organization.

EXECUTION (If additional signature space is necessary, the acknowledged signature(s) may be made on an attachment to this certificate. Any attachments to this certificate are incorporated herein by this reference.)

6. I declare I am the person who executed this instrument, which execution is my act and deed.

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)