Cal. Codes » Corporations Code / TITLE 2.6. CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT / ARTICLE 7. Dissolution and Winding Up
California Codes

Cal. Corporations Code § 17707.08 (2026)

Dissolution and Winding Up

✓ leginfo export of Sept. 26, 2026 (applied Oct. 1, 2026)
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(a)(1)The managers shall sign and 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 this article unless the event causing the dissolution is that specified in subdivision (c) of Section 17707.01, in which case the persons conducting the winding up of the limited liability company’s affairs pursuant to Section 17707.04 shall have the obligation to sign and cause to be filed 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 persons filing the certificate of dissolution determine to include.

(C)The event listed in Section 17707.01 causing dissolution.

(3)If a dissolution pursuant to subdivision (b) of Section 17707.01 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 shall sign and 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 Section 17707.04 and distribution of its assets pursuant to Section 17707.05, unless the event causing the dissolution is that specified in subdivision (c) of Section 17707.01, in that case the persons conducting the winding up of the limited liability company’s affairs pursuant to Section 17707.04 shall have the obligation to sign and cause to be filed 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)That upon the filing of the certificate of cancellation, except as provided in Section 17707.06, the limited liability company shall be canceled and its powers, rights, and privileges shall cease.

(D)Any other information the persons 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.

(c)Upon filing a certificate of cancellation pursuant to subdivision (b), except as provided in Section 17707.06, a limited liability company shall be canceled and its powers, rights, and privileges shall cease.

Notes of Decisions
Cited in 3 cases (1 in the last 5 years), 2014–2024 · leading case: Sam Force v. Advanced Structural Tech., Inc., No. 2:20-cv-02219 (C.D. Cal. Aug. 6, 2020).
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Sam Force v. Advanced Structural Tech., Inc., No. 2:20-cv-02219 (C.D. Cal. Aug. 6, 2020). · cites it 3× “” Cal. Corp. Code § 17707.08 (c). In other words, prior to 2016, California law distinguished between dissolved and cancelled LLCs: the former could, in some circumstances, sued and be sued, while the latter could not.”
Mauctrst, LLC v. Traux, No. C069486 (Cal. Ct. App. July 11, 2014). · cites it 2× “” (Corp. Code, § 17707.08, subd. (a)(3).) 7 .”
Howard Jones Investments, LLC v. City of Sacramento, No. 2:15-cv-00954 (E.D. Cal. Feb. 21, 2024). “” Cal. Corp. Code § 17707.08 (c). That section provides in 9 relevant part that an LLC “that has filed a certificate of cancellation nevertheless continues to 10 exist for the purpose of winding up its affairs, [and for] prosecuting and defending actions by or 11 against it in…”
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