California Foreign Registration · Cancel registration
Cancel a California registration with Form LLC-4/7
A foreign LLC stops being registered in California by filing Form LLC-4/7, the Certificate of Cancellation (Limited Liability Company), which costs nothing to file. It matters to file promptly, because the Franchise Tax Board's $800 annual tax is owed for every taxable year until the cancellation is on file. We prepare the cancellation for $199.
Form LLC-4/7 at a glance
- Who files
- A foreign LLC registered in California that has stopped transacting business here
- Fee
- no fee
- Online
- Choose Termination - Out-of-State LLC in bizfile, from the entity record under My Business Records
- Access needed
- Basic or Full Access to the entity record before the online termination can be filed
- Tax step
- Final returns with the Franchise Tax Board, stated on the form
- Corporations use
- Form CORP-SURC, the Certificate of Surrender
- Limited partnerships use
- Form LP-4/7
Form LLC-4/7 entry by entry
| Field | Entry | Common slip |
|---|---|---|
| 1. LLC name | The exact name recorded with the California Secretary of State | Use the California record, which can differ from the home name if an alternate name was registered |
| 2. Entity number | The 12-digit entity number issued by the Secretary of State | It is on the filed registration; new numbers begin with the letter B |
| 3. Dissolution | For California LLCs only: check the box if all members voted to dissolve | Leave it for a foreign LLC; the home state handles its own dissolution |
| 4. Tax liability statement | Pre-printed: all final returns required under the Revenue and Taxation Code have been or will be filed with the Franchise Tax Board | Do not alter it. It is a promise |
| 5. Cancellation statement | Pre-printed wording that cancels the registration | Do not alter it |
| 6. Signature | A signature under penalty of perjury and the printed name, with space for several signers | Do not use a computer-generated signature on paper |
The form has 6 items.
The tax step before you file
Item 4 says the final returns required by the Revenue and Taxation Code have been or will be filed with the Franchise Tax Board. The FTB states that the $800 tax must be paid for each taxable year until a certificate of cancellation is filed with the Secretary of State (FTB 3522 instructions), so a registration that sits idle keeps costing $800 every year. Filing the cancellation soon after the last California activity is the lowest-cost way to leave. Whether a final return is due for the year of departure depends on your facts; a California business lawyer can tell you.
What the cancellation does and does not do
After cancellation the LLC may no longer transact intrastate business in California. It does not erase the past: the statute makes the Secretary of State the cancelled LLC's recipient for claims that grow out of its California business, so a suit about work done here can still be served in Sacramento (Corp. Code 17708.07(d)). Keep the mailing address on file current.
Filing online or on paper
The Secretary of State suggests filing terminations online for the fastest processing. Log in to bizfile, find the entity under My Business Records, select File an Amendment, and follow the prompts for Termination - Out-of-State LLC. If you have never held access to the record, request it first; a PIN letter is mailed to the entity's mailing address on file. On paper, send the signed form to P.O. Box 944260, Sacramento, CA 94244-2600.
Corporations and limited partnerships
A foreign corporation does not use Form LLC-4/7. It files Form CORP-SURC, the Certificate of Surrender, also free, in which it makes 4 statements that all have to be true: it surrenders its authority to transact intrastate business, it revokes its agent designation, it consents to service on the Secretary of State for liabilities incurred in California, and its final returns have been or will be filed. A foreign limited partnership files Form LP-4/7, described on the Form LP-5 page.
Why cancellations come back
- The name or entity number does not match the Secretary of State's record.
- The pre-printed tax or cancellation statements were edited.
- A computer-generated signature was used on a paper form.
- For an LP, the status on the Secretary of State's records is not active, for example because a suspension is in place.
- The LLC is suspended or forfeited, so the filing needs the suspension resolved first.
Cancelling a California registration through us
Tell us the entity and its number
The 12-digit number is on the filed registration.
Check the tax position
The final returns are filed or will be filed.
We prepare the cancellation
Form LLC-4/7 for an LLC, Form CORP-SURC for a corporation.
An authorized person signs
We collect the signature or use the portal's electronic signature.
We file it
And send you the filed cancellation.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Cancelling a California registration
Does Form LLC-4/7 dissolve the LLC?
No. For a foreign LLC it ends the California registration only. The LLC continues to exist in its home state until that state dissolves it.
Is there a fee to cancel?
No. Filing Form LLC-4/7 costs nothing. The state does charge $5 for an optional certified copy.
Can I just stop paying the tax?
No. The tax accrues for each taxable year until the cancellation is filed, and non-payment can lead to suspension by the Franchise Tax Board.
Our fee, plus the state fee at cost
Register in California
California$199
+ $70 Secretary of State fee
- Form LLC-5 for an LLC or the Statement and Designation by Foreign Corporation for a corporation
- A current certificate from your home state, which we order
- Submitted to Sacramento through bizfile Online
- A California agent for service of process: ours, or the one you name
- The certificate of registration, sent to you once issued
- Renewal: after the first year, the agent service renews at $149 a year
Checkout lists our fee and the state fee as separate lines. The state fee is charged at cost. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where these facts come from
- California Secretary of State, foreign LLC forms and fees
- California Corporations Code 17708.02 (application to register)
- California Secretary of State, Business Entities FAQs
- California Secretary of State, foreign corporation forms and fees
- California Secretary of State, foreign limited partnership forms and fees
- California Secretary of State, Form LP-5 (Application for Registration, Foreign LP)
- Franchise Tax Board, Form FTB 3522 instructions (LLC tax voucher)
- Franchise Tax Board, Form 568 booklet (annual LLC tax)
- California Secretary of State, Business Entities fee schedule
- California Secretary of State, Form LLC-4/7 (Certificate of Cancellation)
- California Secretary of State, Form CORP-SURC (Certificate of Surrender)
- California Secretary of State, Form LP-4/7 (Certificate of Cancellation, LP)
- Franchise Tax Board, Form FTB 3522 instructions (LLC tax voucher)
- California Corporations Code 17708.07 (no certificate of registration)
- California Secretary of State, Form LLC-5 (Application to Register a Foreign LLC)
Registering an out-of-state company in California?
Order online, and we prepare the filing, get the certificate from your home state and file in Sacramento.