When a business entity closes and no longer does business in California they must terminate their legal existence by dissolving, surrendering, or canceling their business. When closing your current business it is important to keep in mind that this will require you to close out your affiliated state and local accounts or registration filings.

Use the California Business Navigator to find the requirements for closing a business with the State of California.

Dissolution, Surrender, Cancellation Forms (Secretary of State and Franchise Tax Board)

Secretary of State’s Office
A domestic (California) or foreign (out–of–state or out–of–country) business entity can dissolve, surrender or cancel by filing the applicable form(s) with the California Secretary of State (SOS). File the appropriate form(s) with the SOS within 12 months of filing your business’ final tax return. More Info

Franchise Tax Board
The California Franchise Tax Board (FTB) administers personal and corporate income and franchise taxes for the State of California. All businesses are required to submit an annual Business Income Tax Statement to the FTB.  File the final current year tax return. Check the applicable Final Return box on the first page of the return, and write "Final" across the top of the form. More Info

For additional information, view the FTB Guide to Dissolve, Surrender, or Cancel a California Business Entity.

Sellers Permit - Discontinue a Business with the California Department of Tax and Fee Administration

California Department of Tax and Fee Administration  (Formerly the Board of Equalization)
When you sell or lease merchandise, vehicles, or other tangible personal property in California, even temporarily, you are generally required to register with the California Department of Tax and Fee Administration (CDTFA) and to pay sales tax on your taxable sales. When you register, the CDTFA will issue you a seller’s permit. Whenever you buy, sell, or discontinue a business, you need to contact CDTFA. If you are buying a business, you may need to obtain a seller's permit, as permits are not transferable. If you are selling or discontinuing a business, you will need to close out your account. More Info

Deactivating Employer Accounts

Employment Development Department
If you close your business, and you have or had employees, you should have registered with California Employment Development Department (EDD) for state income tax withholding and employment taxes. For the EDD to close your employer account, you are required to file the following:

  • Final Payroll Tax Deposit (DE 88) with payment
  • Quarterly Contribution Return and Report of Wages (DE 9) (must complete Box “B” and “B1”)
  • Quarterly Contribution Return and Report of Wages Continuation (DE 9C)

All forms should be filed within 10 days of quitting business, regardless of the normal due dates

Employers may inactivate their account online using the EDD’s  e-Services for Business. More Info

Local Requirements - Notification/Updating Records

Local City and County Offices
Contact your local city and county that you previously filed with (i.e. County Clerk’s office to change the “Doing Business As” name and the City Finance Department to change the “Business License / Tax Certificate” records) to inform them of the business closure.

Check with any other regulating entities that you filed with to determine the process involved in updating or obtaining new business licenses and permits.

You can also use our online permit assistance tool, CalGOLD, to help identify local, state, and federal regulating agencies that you may have obtained permits from to update records and renew your permits with them. Once in CalGOLD, enter your city and type of business. If your business is not listed, select "General Business Information."

Federal Employment Identification Number - Close of Business Requirements

Internal Revenue Services
You must file an annual return for the year you go out of business. If you have employees, you must file the final employment tax returns, in addition to making final federal tax deposits of these taxes. Consult the Internal Revenue Services (IRS) “Closing a Business” Checklist.

You can also use our online permit assistance tool, CalGOLD, to help in identifying local, state and federal regulating agencies that you may have obtained permits from to update records and renew your permits with them. Once at the website input your city and type of business, if your business is not listed you can select General Business Information.

Resources

Business Navigator
Assistance may be available to continue operating your business. Use the Business Navigator to find helpful information.

U.S. Small Business Administration
The U.S. Small Business Administration  has the Steps to Closing a Business guide available online.

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The Governor’s Office of Business and Economic Development (GO-Biz) was created by Governor Edmund G. Brown Jr. to serve as California’s single point of contact for economic development and job creation efforts.  GO-Biz partnered with the State's Information Technology Leadership Academy 22 to create this website.

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