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Dissolution Checklist

California public benefit corporation · Cal. Corp. Code §§6610-6716 + AG Charitable Trusts dissolution program

Why this matters

Dissolving a California nonprofit public benefit corporation is rare — most never go through it — but when it happens, four agencies have to be coordinated in a specific sequence: the board (or members), the California Attorney General, the Secretary of State, and the Franchise Tax Board. The statutory framework lives in Cal. Corp. Code §§6610-6716. The AG’s Charitable Trusts Section runs an operational program for nonprofit dissolutions; it receives the asset-distribution plan and has a written objection window before the SOS filings can land.

Cal. Corp. Code §6611 requires that “a certificate evidencing that election shall forthwith be filed and a copy thereof filed with the Attorney General.” In practice that means the AG sees the wind-up before the SOS does, and the AG’s review of the asset-distribution plan is the gating step.

How to use this checklist

  • Print this page (Cmd/Ctrl + P) or copy the steps into your board-meeting packet.
  • Walk through the seven steps in order. Each step identifies the agency it’s filed with and, where applicable, the specific form.
  • Use the ☐ checkboxes to mark steps complete on your printed copy.
  • Engage counsel before Step 1. Several sub-steps (asset-distribution plan, restricted-fund handling, contractual unwind) require judgment that this page does not provide.

— Begin checklist —

Seven steps to dissolve a CA public benefit corporation

  1. ☐ Step 1 — Board (or member) resolution to wind up

    Filed with: Internal (board minutes / member-action records).

    The board adopts a resolution electing to wind up and dissolve. If the corporation has voting members, the membership vote requirements in Cal. Corp. Code §6610 et seq. apply. Document the vote, the date, and the wind-up officers in the corporate minute book. This resolution is the predicate for every later filing.

  2. ☐ Step 2 — AG written notice + asset-distribution plan

    Filed with: California Attorney General, Charitable Trusts Section.

    Submit written notice of intent to dissolve along with the proposed asset-distribution plan. The plan must identify each remaining asset and the specific recipient organization(s) — recipients must be other exempt organizations with comparable charitable purposes, consistent with the dissolution clause in the articles. Do not distribute to insiders. The AG has approximately 20 days to object after receipt; nothing goes to the SOS until the AG either issues a waiver of objections or confirms there are no charitable assets to distribute.

    Liability note: charitable assets diverted to insiders or distributed without AG sign-off expose directors personally. This is the AG’s most-litigated dissolution issue.

  3. ☐ Step 3 — AG written waiver of objections (or confirmation of no assets)

    Filed with: Received from the California Attorney General; retained for SOS submission.

    The AG issues either a written waiver of objections (the standard outcome) or a written confirmation that no charitable assets remain to be distributed. Keep the original — the SOS package below requires it. Distribute charitable assets to the approved recipient(s) only after the waiver is in hand.

  4. ☐ Step 4 — Final RRF-1 / CT-1 with the AG, marked “Final”

    Filed with: California Attorney General, Registry of Charities and Fundraisers.

    File the final-period RRF-1 (or CT-1, depending on the filing year and form revision) with the AG and mark the “Final” box. Attach the corresponding final IRS Form 990 / 990-EZ / 990-N as required for the period. This closes the AG’s registration record.

    The exact form (CT-1 vs. RRF-1) and revision change over time — check the AG’s current forms page before submitting.

  5. ☐ Step 5 — ELEC-NP (Certificate of Election to Wind Up and Dissolve) with SOS

    Filed with: California Secretary of State, via bizfileonline.sos.ca.gov.

    File ELEC-NP (Certificate of Election to Wind Up and Dissolve). This step is skipped only when the dissolution was approved unanimously by all members (or, for a member-less corporation, by the entire board). When skipped, proceed directly to Step 6 with the unanimous-vote representation reflected in DISS-NP.

  6. ☐ Step 6 — DISS-NP (Certificate of Dissolution) with SOS

    Filed with: California Secretary of State, via bizfileonline.sos.ca.gov.

    File DISS-NP (Certificate of Dissolution) together with the AG’s waiver letter from Step 3. SOS acceptance of DISS-NP legally terminates the corporation. After this is accepted, the entity no longer exists as a California legal person.

  7. ☐ Step 7 — Final FTB return with the dissolution box checked

    Filed with: California Franchise Tax Board.

    File the corporation’s final California franchise/income tax return (Form 199 or 199N as applicable, plus Form 109 if the entity had unrelated business income), and check the “Final return” box. This closes the FTB account so franchise tax does not continue to accrue. Until this lands, the FTB treats the entity as still active for tax purposes even after SOS dissolution.

— End checklist —

Out of scope for this checklist

This page covers California public benefit corporations only — the most common nonprofit form in the state. Two related forms have different statutory dissolution paths and are not covered:

Also out of scope: auto-generation of any of the actual filings (ELEC-NP, DISS-NP, RRF-1/CT-1 final, FTB final return), per-organization tracking of wind-up state, and asset-valuation or distribution-plan generation. Those are jobs for counsel and your accountant.

Sources

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