The Secretary of State’s office has been advised that letters are being sent to California corporations directing them to submit $495 and a completed form to a private company named Business Filings Division in order to dissolve their business entity. (See example (PDF).) A similar letter is being sent to California limited liability companies.
The letter/form does not meet the requirements of the California Corporations Code, and a corporation cannot delegate the obligation to have the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution signed and verified by the shareholders, members, officers or directors of the corporation. Additionally, the Certificate of Election to Wind Up and Dissolve and the Certificate of Dissolution must be submitted to the California Secretary of State’s office for filing. Please note there is no filing fee associated with either document.
Forms that meet the minimum content requirements of the California Corporations Code and instructions for these filings are available on our Forms, Samples and Fees webpage. The completed forms can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, Third Floor, Sacramento, California, 95814, or can be delivered in person to the Sacramento office at that same address. There is no fee for submitting these documents to our office by mail, however, there is a $15 service fee for submitting these forms in person for filing to the Sacramento office. Once again, there is no filing fee for either dissolution document.
These solicitations are not being made by the California Secretary of State’s office and are not being made by or on behalf of any governmental entity. Although a business entity can use an intermediary to submit filings and fees to our office, no business is required to go through another company in order to file its documents with the Secretary of State’s office.
Action for Fraudulent Letters
California businesses that receive one of these fraudulent solicitation letters can mail a written complaint along with the entire solicitation (including the solicitation letter, the outer and return envelopes, and all related documents) to the California Attorney General’s office, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244–2550. A complaint form, which can be completed online and printed to mail, is available on the California Attorney General’s website.