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Franchise Tax Board Is Now Able To Dissolve/Cancel Zombie Corporations And LLCs

As are result of legislation enacted last year, California corporations and limited liability companies may now apply to the Franchise Tax Board for administrative dissolution/cancellation.  2017 Cal. Stats. ch. 679 (AB 2503).  The FTB, moreover, has the authority to abate the unpaid qualified taxes, interest and penalties for the taxable years that the entity certifies, under penalty of perjury, it was not doing business within the meaning of Section 23101(a)(1) of the Revenue & Taxation Code.  To be eligible, the entity must:

  • Have been registered more than 12 months with the California Secretary of State;
  • Have ceased doing business or never conducted business in California; and
  • Have no assets.

A corporation meeting these conditions may file a FTB 3715, Domestic Corporation Request for Voluntary Administrative Dissolution.  See the FTB 3715 Instructions for information. A  limited liability company meeting these conditions may file FTB 3716, Domestic Limited Liability Company Request for Voluntary Administrative Cancelation. See the FTB 3716 Instructions for information.  Abatement relates to the period in which the entity was not doing business.  All tax returns must have been filed and all taxes, penalties, and interest have been paid up to the date the entity ceased doing business.

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