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California Corporations Code Section 17356

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 17356

(a) (1) The managers shall cause to be filed in the office
of, and on a form prescribed by, the Secretary of State, a
certificate of dissolution upon the dissolution of the limited
liability company pursuant to Chapter 8 (commencing with Section
17350), unless the event causing the dissolution is that specified in
subdivision (c) of Section 17350, in which case the managers or
members conducting the winding up of the limited liability company's
affairs pursuant to Section 17352 shall have the obligation to file
the certificate of dissolution.
   (2) The certificate of dissolution shall set forth all of the
following:
   (A) The name of the limited liability company and the Secretary of
State's file number.
   (B) Any other information the managers or members filing the
certificate of dissolution determine to include.
   (3) If a dissolution pursuant to subdivision (b) of Section 17350
is made by the vote of all of the members and a statement to that
effect is added to the certificate of cancellation of articles of
organization pursuant to subdivision (b), the separate filing of a
certificate of dissolution pursuant to this subdivision is not
required.
   (b) (1) The managers or members who filed the certificate of
dissolution shall cause to be filed in the office of, and on a form
prescribed by, the Secretary of State, a certificate of cancellation
of articles of organization upon the completion of the winding up of
the affairs of the limited liability company pursuant to Chapter 8
(commencing with Section 17350), unless the event causing the
dissolution is that specified in subdivision (c) of Section 17350, in
which case the managers or members conducting the winding up of the
limited liability company's affairs pursuant to Section 17352 shall
have the obligation to file the certificate of cancellation of
articles of organization.
   (2) The certificate of cancellation of articles of organization
shall set forth all of the following:
   (A) The name of the limited liability company and the Secretary of
State's file number.
   (B) That 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.
   (C) Any other information the managers or members filing the
certificate of cancellation of articles of organization determine to
include.
   (3) The Secretary of State shall notify the Franchise Tax Board of
the filing.

Last modified: February 13, 2012