Dissolution

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A California nonprofit corporation that decides to stop operating and wind up operations must take certain steps. In California, the procedures to voluntarily wind up operations are called “dissolution” of the nonprofit corporation. Dissolution can be accomplished by either filing an action with the superior court or by complying with voluntary dissolution procedures, as described below.

If your charitable organization is not a California nonprofit corporation, but would like to withdraw its registration with the Attorney General’s Registry of Charities and Fundraisers (e.g., because your charitable organization is a foreign nonprofit corporation or trust that has ceased soliciting and conducting business in California, a trust that is terminating, or a California unincorporated association that is dissolving), you may request approval to withdraw by complying with the withdrawal procedures, as described below.

Overview

This overview summarizes the voluntary dissolution process that does not involve the court. The process for voluntarily dissolving a California nonprofit corporation without court action involves both the California Attorney General and the California Secretary of State. The Secretary of State is involved in the voluntary dissolution process because a California corporation is formed when it files its articles of incorporation with the Secretary of State. The Attorney General is involved in the dissolution process because the Attorney General has the primary responsibility to supervise nonprofit charitable organizations and protect charitable assets.

The first step in the voluntary dissolution process is the approval by the majority of the board of directors or members, or both, to elect to wind up and dissolve the nonprofit corporation. (Corp. Code, §§ 5033, 5034, 6610, 6610.5, 8610, 8610.5, 9680.) After the board of directors and/or membership vote to dissolve, a certificate evidencing the election to wind up and dissolve must be filed with the Secretary of State and also forwarded to the Attorney General’s Registry of Charities and Fundraisers. (Corp. Code, §§ 6611, 8611, 9680.) The submission to the Registry of Charities and Fundraisers of the Certificate of Election to Wind Up and Dissolve initiates the Attorney General’s review of the proposed disposition of the nonprofit corporation’s charitable assets. (Corp. Code, §§ 6716, 8716, 9680.) To finalize dissolution with the Secretary of State, a nonprofit corporation is required to obtain from the Attorney General either a written waiver of objections to the dissolution concerning the distribution of the corporation’s assets or a written confirmation that the corporation has no assets. (Corp. Code, §§ 6716, 8716, 9680.)

The Corporations Code requires that nonprofit public benefit corporations, nonprofit mutual benefit corporations holding assets in charitable trust, and nonprofit religious corporations obtain from the Attorney General a waiver of objections to distribution of assets. (Corp. Code, §§ 6716, 8716, 9680.) This waiver must be obtained from the Attorney General whether or not the corporation ever operated or obtained a tax-exempt status.

After obtaining the waiver of objections letter from the Attorney General, the nonprofit corporation must submit a copy of the letter with a Certificate of Dissolution to the Secretary of State in order to finalize the dissolution process. Note: the Secretary of State will not accept the Certificate of Dissolution without the Attorney General’s waiver of objections letter.

Obtaining A Waiver of Objections Letter from the Attorney General

To obtain a waiver of objections letter from the Attorney General as part of the voluntary dissolution process without court action (also called a dissolution waiver), your dissolution waiver request should be submitted through the Registry of Charities and Fundraisers’ Online Filing Service. The information submitted with your request depends on whether the California nonprofit corporation is a public benefit, mutual benefit, or religious corporation, and whether it has any assets to distribute at the time of its proposed dissolution. Also, confirm that the California nonprofit corporation is in good standing with its filing and reporting requirements with the Registry of Charities and Fundraisers.

If your public benefit corporation has assets to distribute at the time of its proposed dissolution, provide the following information in one or more PDF files through the Online Filing Service:

  1. Dissolution waiver request letter: a letter signed on behalf of the corporation by an authorized director or attorney for the corporation containing the following:
    1. Official name of corporation;
    2. State Charity Registration Number, if registered;
    3. A statement requesting a waiver of objection to the distribution of charitable assets and an explanation of the reasons for dissolution;
    4. A statement identifying the proposed charitable recipient(s) of the charitable assets, the amount to be distributed to each recipient, an explanation of why the proposed distribution is consistent with the dissolution provisions of the dissolving corporation’s founding documents, an explanation of how the proposed recipient(s) have the same or similar charitable purposes as the dissolving corporation, whether the assets are restricted in use or purpose, and all related material facts; and
    5. If the corporation’s registration with the Registry of Charities and Fundraisers is not in good standing, or it is not registered with the Registry of Charities and Fundraisers, a detailed explanation as to why.
  2. Financial statements:
    1. A copy of the corporation’s balance sheet and income and expense statement for the last three years of operation. If a balance sheet and income and expense statement are not available, provide a letter explaining why they are not available, or a Certificate to the Attorney General 650C may be provided instead under certain circumstances; and
    2. A copy of the corporation’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry of Charities and Fundraisers.
  3. Founding documents: A copy of the corporation’s founding documents, including articles of incorporation, bylaws, and all amendments to the founding documents.
  4. Board resolution or meeting minutes: A copy of the resolution or meeting minutes of the corporation’s board of directors showing their approval to voluntarily dissolve the corporation.
  5. Distribution plan supporting documents (if applicable): all documents showing restrictions on the charitable assets to be distributed to a proposed charitable recipient or recipients.
  6. Certificate of Election to Wind Up and Dissolve (SOS Form ELEC NP): an endorsed copy of this form that was filed with the Secretary of State.

If your public benefit corporation does not have assets to distribute at the time of its proposed dissolution, provide the following information in one or more PDF files through the Online Filing Service:

  1. Dissolution waiver request letter: a letter signed on behalf of the corporation by an authorized director or attorney for the corporation containing the following:
    1. Official name of corporation;
    2. State Charity Registration Number, if registered;
    3. A statement requesting a waiver confirming the corporation has no charitable assets and an explanation of the reasons for dissolution;
    4. A statement confirming the corporation has never held charitable assets, or if the corporation had charitable assets in the past but does not currently hold charitable assets, an explanation of the type of assets received in the past, how the assets were used, and all related material facts;
    5. If the corporation distributed all or substantially all of its charitable assets without providing prior notice to the Attorney General in compliance with Corporations Code section 5913, a detailed explanation as to why the required notice was not provided; and
    6. If the corporation’s registration with the Registry of Charities and Fundraisers is not in good standing, or it is not registered with the Registry of Charities and Fundraisers, a detailed explanation as to why.
  2. Financial statements:
    1. A copy of the corporation’s balance sheet and income and expense statement for the last three years of operation to show how the corporation ended with zero net assets on its balance sheet. If a balance sheet and income and expense statement are not available, provide a letter explaining why they are not available, or a Certificate to the Attorney General 650D may be provided instead under certain circumstances; and
    2. A copy of the corporation’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry of Charities and Fundraisers.
  3. Founding documents: A copy of the corporation’s founding documents, including articles of incorporation, bylaws, and all amendments to the founding documents.
  4. Board resolution or meeting minutes: A copy of the resolution or meeting minutes of the corporation’s board of directors showing their approval to voluntarily dissolve the corporation.
  5. Certificate of Election to Wind Up and Dissolve (SOS Form ELEC NP): an endorsed copy of this form that was filed with the Secretary of State.

If your mutual benefit corporation has charitable assets to distribute at the time of its proposed dissolution, provide the following information in one or more PDF files through the Online Filing Service:

  1. Dissolution waiver request letter: a letter signed on behalf of the corporation by an authorized director or attorney for the corporation containing the following:
    1. Official name of corporation;
    2. State Charity Registration Number, if registered;
    3. A statement requesting a waiver of objection to the distribution of charitable assets and an explanation of the reasons for dissolution;
    4. A statement identifying the proposed charitable recipient(s) of the charitable assets, the amount to be distributed to each recipient, an explanation of why the proposed distribution is consistent with the dissolution provisions of the dissolving corporation’s founding documents, an explanation of how the proposed recipient(s) have the same or similar charitable purposes as the dissolving corporation, whether the assets are restricted in use or purpose, and all related material facts; and
    5. If the corporation’s registration with the Registry of Charities and Fundraisers is not in good standing, or it is not registered with the Registry of Charities and Fundraisers, a detailed explanation as to why.
  2. Financial statements:
    1. A copy of the corporation’s balance sheet and income and expense statement for the last three years of operation. If a balance sheet and income and expense statement are not available, provide a letter explaining why they are not available, or a Certificate to the Attorney General 650C may be provided instead under certain circumstances; and
    2. A copy of the corporation’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry of Charities and Fundraisers.
  3. Founding documents: A copy of the corporation’s founding documents, including articles of incorporation, bylaws, and all amendments to the founding documents.
  4. Board resolution or meeting minutes: A copy of the resolution or meeting minutes of the corporation’s board of directors showing their approval to voluntarily dissolve the corporation.
  5. Distribution plan supporting documents (if applicable): all documents showing restrictions on the charitable assets to be distributed to a proposed charitable recipient or recipients.
  6. Certificate of Election to Wind Up and Dissolve (SOS Form ELEC NP): an endorsed copy of this form that was filed with the Secretary of State.

If your mutual benefit corporation had charitable assets but does not have charitable assets to distribute at the time of its proposed dissolution, provide the following information in one or more PDF files through the Online Filing Service:

  1. Dissolution waiver request letter: a letter signed on behalf of the corporation by an authorized director or attorney for the corporation containing the following:
    1. Official name of corporation;
    2. State Charity Registration Number, if registered;
    3. A statement requesting a waiver confirming the corporation has no charitable assets and an explanation of the reasons for dissolution;
    4. A statement confirming the corporation has never held charitable assets, or if the corporation had charitable assets in the past but does not currently hold charitable assets, an explanation of the type of assets received in the past, how the assets were used, and all related material facts;
    5. If the corporation distributed all or substantially all of its charitable assets without providing prior notice to the Attorney General in compliance with Corporations Code sections 7913, a detailed explanation as to why the required notice was not provided; and
    6. If the corporation’s registration with the Registry of Charities and Fundraisers is not in good standing, or it is not registered with the Registry of Charities and Fundraisers, a detailed explanation as to why.
  2. Financial statements:
    1. A copy of the corporation’s balance sheet and income and expense statement for the last three years of operation to show how the corporation ended with zero net assets on its balance sheet. If a balance sheet and income and expense statement are not available, provide a letter explaining why they are not available, or a Certificate to the Attorney General 650D may be provided instead under certain circumstances; and
    2. A copy of the corporation’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry of Charities and Fundraisers.
  3. Founding documents: A copy of the corporation’s founding documents, including articles of incorporation, bylaws, and all amendments to the founding documents.
  4. Board resolution or meeting minutes: A copy of the resolution or meeting minutes of the corporation’s board of directors showing their approval to voluntarily dissolve the corporation.
  5. A copy of all documents showing the assets that the corporation received for charitable purposes.
  6. Certificate of Election to Wind Up and Dissolve (SOS Form ELEC NP): an endorsed copy of this form that was filed with the Secretary of State.

If your religious corporation has assets to distribute at the time of its proposed dissolution, provide the following information in one or more PDF files through the Online Filing Service:

  1. Dissolution waiver request letter: a letter signed on behalf of the corporation by an authorized director or attorney for the corporation containing the following:
    1. Official name of corporation;
    2. A statement requesting a waiver of objection to the distribution of charitable assets and an explanation of the reasons for dissolution; and
    3. A statement identifying the proposed charitable recipient(s) of the charitable assets, the amount to be distributed to each recipient, an explanation of why the proposed distribution is consistent with the dissolution provisions of the dissolving corporation’s founding documents, an explanation of how the proposed recipient or recipients have the same or similar charitable purposes as the dissolving corporation, whether the assets are restricted in use or purpose, and all related material facts.
  2. Founding documents:
    1. A copy of the dissolving corporation’s founding documents, including articles of incorporation, bylaws, and all amendments to the founding documents; and
    2. If the dissolving corporation is affiliated with or controlled by a parent religious entity, a copy of the parent religious entity’s founding documents, including articles of incorporation, bylaws, or other governing documents, all amendments to the founding documents, and a copy of any notice provided to the parent religious entity regarding the dissolution.
  3. Certificate of Election to Wind Up and Dissolve (SOS Form ELEC NP): an endorsed copy of this form that was filed with the Secretary of State.

If your religious corporation does not have assets to distribute at the time of its proposed dissolution, provide the following information in one or more PDF files through the Online Filing Service:

  1. Dissolution waiver request letter: a letter signed on behalf of the corporation by an authorized director or attorney for the corporation containing the following:
    1. Official name of corporation;
    2. A statement requesting a waiver confirming the corporation has no charitable assets and an explanation of the reasons for dissolution;
    3. A statement confirming the corporation has never held charitable assets, or if the corporation had charitable assets in the past but does not currently hold charitable assets, an explanation of the type of assets received in the past, and how the assets were used, and all related material facts; and
    4. If the corporation distributed all or substantially all of its charitable assets without providing prior notice to the Attorney General in compliance with Corporations Code section 9633, a detailed explanation as to why the required notice was not provided.
  2. Founding documents: A copy of the corporation’s founding documents, including articles of incorporation, bylaws, and all amendments to the founding documents.
  3. Certificate of Election to Wind Up and Dissolve (SOS Form ELEC NP): an endorsed copy of this form that was filed with the Secretary of State.

Voluntary Dissolution Process for a California Nonprofit Corporation

After the Registry of Charities and Fundraisers receives your dissolution waiver request, we review the submission and evaluate if additional information is needed. If the dissolution waiver request is complete and there are no objections, we issue a waiver of objections letter from the Attorney General. To complete the dissolution process with the Secretary of State, you will need to submit the Attorney General’s waiver of objections letter and a Nonprofit Certificate of Dissolution to the California Secretary of State. Then, notify the Registry after your entity is dissolved with the California Secretary of State, and we will change the status of the entity’s Registry record to dissolved, thus completing the dissolution process.

If your charitable organization is not a California nonprofit corporation, but would like to withdraw its registration with the Attorney General’s Registry of Charities and Fundraisers (e.g., because your charitable organization is a foreign nonprofit corporation or trust that has ceased soliciting and conducting business in California, a trust that is terminating, or a California unincorporated association that is dissolving), your registration withdrawal request should be submitted through the Registry of Charities and Fundraisers’ Online Filing Service. The information submitted with your request depends on the type of charitable organization and the reason for withdrawal. Also, confirm that the charitable organization is in good standing with its filing and reporting requirements with the Registry of Charities and Fundraisers.

If your charitable organization is a foreign charitable corporation or trust (e.g., nonprofit corporation legally formed outside of California, a charitable trust that relocated outside of California) and is requesting to withdraw its registration from the Registry of Charities and Fundraisers because it believes registration is no longer required, provide the following information in one or more PDF files through the Online Filing Service:

  1. Registration withdrawal request letter: a letter signed on behalf of the registrant by an authorized director, trustee, or attorney for the registrant containing the following:
    1. Official name of the registrant;
    2. State Charity Registration Number;
    3. A statement requesting registration withdrawal and an explanation of why the registrant believes it is no longer required to be registered with the Registry;
    4. The date the registrant fully ceased soliciting charitable donations in or directed at California, providing services or activities in or directed at California, and/or otherwise conducting business in California, and attach all supporting documents;
    5. A statement that the registrant will not solicit charitable donations in or directed at California, provide services or activities in or directed at California, and/or otherwise conduct business in California;
    6. If the registrant’s registration with the Registry of Charities and Fundraisers is not in good standing, a detailed explanation as to why; and
    7. A statement regarding the registrant’s charitable assets held in and/or received from California, with a detailed accounting that identifies all assets held in and/or received from California, the purposes for which the assets were raised or are otherwise restricted, how the assets were used, and the assets remaining (if assets remain);
      1. If the registrant no longer has charitable assets held in and/or received from California, a statement confirming the registrant no longer has charitable assets held in and/or received from California, an explanation of how the assets were used, all related material facts, and attach all supporting documents;
      2. If the registrant has charitable assets received from California, a detailed plan for how those assets will be used or transferred to a proposed California recipient, or an explanation as to why those assets should not be transferred to a California recipient, all related material facts, and attach all supporting documents;
      3. If the registrant has charitable assets that are restricted for use or purpose in California, a detailed explanation on how the assets are restricted for use or purpose in California, a detailed plan for how the restricted assets will be used or transferred to a proposed California recipient, and if transferred, how the proposed California recipient will ensure the assets are used consistent with the restricted use or purpose, all related material facts, and attach all supporting documents.
  2. Financial Statements: A copy of the registrant’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry of Charities and Fundraisers.
  3. Founding documents: A copy of the registrant’s founding documents (e.g. articles of incorporation, bylaws, trust agreement) and all amendments to the founding documents.
  4. Certificate of Surrender of Right to Transact Intrastate Business (SOS Form SURC if applicable): an endorsed copy of this form that was filed with the Secretary of State if the organization is qualified to do business in California as an out of state corporation, or, if a corporation, an explanation of why this form is not required to be filed with the Secretary of State.

If your charitable organization is a charitable trust and is requesting to withdraw its registration from the Registry of Charities and Fundraisers because it has terminated or is terminating, provide the following information in one or more PDF files through the Online Filing Service:

  1. Registration withdrawal request letter: a letter signed by the trustee or an attorney for the trust containing the following:
    1. Official name of the trust;
    2. State Charity Registration Number;
    3. A statement requesting registration withdrawal and an explanation of why the trust has terminated or is terminating;
    4. The date the trust was or is to be terminated;
    5. If the trust’s registration with the Registry of Charities and Fundraisers is not in good standing, a detailed explanation as to why; and
    6. A statement regarding the trust’s charitable assets:
      1. If there are no charitable assets in the trust, provide the date or dates of distribution of charitable assets, the name of the recipient(s) of the charitable assets, all related material facts, and attach all supporting documents;
      2. If the trust distributed all or substantially all of its charitable assets without providing prior notice to the Attorney General in compliance with Probate Code section 16110, a detailed explanation as to why the required notice was not provided;
      3. If charitable assets remain in the trust, the date or dates the assets will be distributed, the name of the recipient(s) of the charitable assets, all related material facts, and attach all supporting documents.
  2. Financial Statements: A copy of the trust’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry of Charities and Fundraisers.
  3. Founding documents: A copy of the trust agreement and all amendments.
  4. Written Consent (if applicable): If the trust was terminated by the written consent of the settlor and all beneficiaries without court approval, a copy of the written consent.
  5. Court documents (if applicable): If the trust was terminated by court order, a copy of the petition and court order approving termination of the trust.

If your charitable organization is a California charitable unincorporated association or other trustee as defined by Government Code section 12582 and is requesting to withdraw its registration from the Registry of Charities and Fundraisers because the unincorporated association is dissolving, or the unincorporated association or trustee believes registration is no longer required, provide the following information in one or more PDF files through the Online Filing Service:

  1. Registration withdrawal request letter: provide a letter signed on behalf of the registrant by an authorized individual or attorney for the registrant containing the following:
    1. Official name of the registrant;
    2. State Charity Registration Number;
    3. A statement requesting registration withdrawal;
    4. If an unincorporated association is dissolving, an explanation of the reasons for dissolution;
    5. If registrant believes it is no longer required to be registered with the Registry, an explanation as to why;
    6. The date the registrant fully ceased soliciting and operating for charitable purposes, and attach all supporting documents;
    7. If the registrant does not hold charitable assets, the date the registrant ceased holding charitable assets;
    8. A statement that the registrant will not solicit and operate for charitable purposes, and hold charitable assets;
    9. If the registrant’s registration with the Registry of Charities and Fundraisers is not in good standing, a detailed explanation as to why; and
    10. A statement regarding the registrant’s charitable assets;
      1. If the registrant has never held charitable assets, or if the registrant had charitable assets in the past but does not currently hold charitable assets, an explanation of the type of assets received in the past, how the assets were used, all related material facts, and attach all supporting documents;
      2. If the registrant holds charitable assets, a detailed plan for transferring those assets to a proposed charitable recipient or recipients, including an explanation of how each proposed recipient has the same or similar charitable purposes as the registrant, whether the assets are restricted in use or purpose, the amount to be distributed to each recipient, all related material facts, and attach all supporting documents.
      3. If the registrant holds charitable assets, a detailed plan for transferring those assets to a proposed charitable recipient or recipients, the amount to be distributed to each recipient, an explanation of how the proposed recipient(s) has the same or similar charitable purposes as the registrant, whether the assets are restricted in use or purpose, all related material facts, and attach all supporting documents.
  2. Financial Statements:
    1. If an unincorporated association is dissolving, a copy of the registrant’s financial statements consisting of a balance sheet and income and expense statement for the last three years of operation. If these financial statements are not available, provide a letter explaining why the financial statements are not available.
    2. A copy of the registrant’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry of Charities and Fundraisers.
  3. Founding documents: A copy of the registrant’s founding documents (e.g. articles of association, bylaws, or other governing documents) and all amendments to the founding documents.

Withdrawal Process if not a California Nonprofit Corporation

After the Registry of Charities and Fundraisers receives your registration withdrawal request, we review the submission and evaluate if additional information is needed. If the registration withdrawal request is complete and there are no objections, we approve the withdrawal request and withdraw registration.

  • For Public Benefit Corporations, see Corporations Code sections 6610-6618, 6710-6721.
  • For Mutual Benefit Corporations, see Corporations Code sections 7238, 8610-8618, 8710-8724.
  • For Religious Nonprofit Corporations, see Corporations Code sections 9680-9680.5.
  • For Charitable Trusts, see Probate Code sections 15400-15414.

The Online Filing Service allows charitable organizations and fundraisers to submit filings to the Registry of Charities and Fundraisers. Use the Online Filing Service to submit dissolution waiver requests or registration withdrawal requests, and to respond to requests for additional information.

To create an account, visit the Online Filing Service and select “Create an account.” Enter an email address, password, first name, and last name to receive a verification code, then verify your email. After verifying your email, you are logged in to the Online Filing Service through that account.

If your organization is registered with the Registry of Charities and Fundraisers, to file forms, such as annual renewal filings, dissolution waiver requests, or registration withdrawal requests for your organization, you must link your Online Filing Service account to the organization’s registration record.

If you have the organization’s registration code, log in to the Online Filing Service, navigate to the My Registrations section, and select “Don't see your registration? Click here to find it.” You will be prompted to enter the organization’s registration code and an identifying number associated with the organization, such as the FEIN, to link the registration to your account. Once linked (which may take hours), the organization will appear under My Registrations.

If you do not have the organization’s registration code, log in to the Online Filing Service, navigate to the My Registrations section, and select “Click here if you need help accessing your registration.” From there, submit a support request and provide information about the organization, including any identifying information you have available (such as the FEIN), along with your role with the organization. The Registry will review your request and assist you with gaining access to the organization's registration record, if appropriate.

Note: For security purposes, registration codes are only provided to individuals who are authorized to access and manage the organization’s record.

An organization’s unique registration code can be found in the Confirmation of Registration correspondence sent to the organization after it initially registered with the Registry. Also, an Online Filing Service registration code letter was mailed to an organization’s address on file in August 2026 with the code.

If you cannot locate your registration code, you may request assistance through the Online Filing Service.

To request assistance, log in to the Online Filing Service and navigate to the My Registrations section. Select “Click here if you need help accessing your registration” and submit a support request. Be sure to provide the organization's name, any identifying information available (such as the FEIN), and your relationship to the organization.

Registry staff will review your request and, if appropriate, assist you with accessing the organization’s registration record or obtaining a new registration code.

Note: For security purposes, registration codes are only provided to individuals who are authorized to access and manage the organization’s record.

After creating an account with the Online Filing Service, and linking your organization’s registration record, if applicable, navigate to the Additional Forms section, and select the “Submit a Dissolution Request” button. For dissolution waiver requests, submit all the requested information indicated in the Voluntary Dissolution Process for a California Nonprofit Corporation section above. For registration withdrawal requests, submit all the requested information indicated in the Withdrawal Process if not a California Nonprofit Corporation section above.

If you do not submit all requested information, as specified, the submission may be deemed incomplete, or the request may be denied.

In order to submit a dissolution waiver request in the Online Filing Service, the request must be signed and filed by an authorized director or attorney.

As part of submitting a dissolution waiver request in the Online Filing Service, a letter requesting a dissolution waiver must be uploaded as a PDF file. This letter must be signed by an authorized director or attorney.

If your charitable organization is an unincorporated association, the registration withdrawal request can be signed and filed in the Online Filing Service by an authorized individual (or an attorney) for the charitable organization. For all other charitable organizations (e.g., foreign charitable corporation or a trust), the registration withdrawal request must be signed and filed in the Online Filing Service by an authorized director, attorney or trustee.

As part of submitting a registration withdrawal request in the Online Filing Service, a letter requesting registration withdrawal must be uploaded as a PDF file. For unincorporated associations, this letter may be signed by an authorized individual or an attorney. For all other charitable organizations, the letter must be signed by an authorized director, attorney, or trustee.

No. But if the organization owes past due renewal filings or is not in good standing with the Registry of Charities and Fundraisers, renewal fees and/or late fees may apply.

Yes, unless your organization is exempt from registration requirements. For registration information, visit the Initial Registration page. Entities organized primarily as a hospital, educational institution, or religious organization are exempt from the registration and annual reporting requirements by law. See Government Code section 12583 and California Code of Regulations, title 11, sections 300.1 and 300.2.

No. Charitable organizations are required to be in good standing with the Registry of Charities and Fundraisers.

Yes. For instance, if the public or mutual benefit corporation never had any assets, a balance sheet for the last three years should be submitted to indicate a $0.00 balance. A completed Certificate to the California Attorney General - 650D may also be submitted in lieu of a balance sheet and income and expense statement for the last three years of operation.

Also, a copy of the public or mutual benefit corporation’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS must be submitted, unless they have been already filed with the Registry of Charities and Fundraisers. Do not submit IRS Form 990-N.

If a public or mutual benefit corporation has assets to distribute upon dissolution, and its total annual revenue and assets never exceeded $50,000 in the last 10 accounting years, and other requirements are met as specified in Certificate to the California Attorney General – 650C, the 650C Certificate may be completed and submitted as part of the dissolution waiver request, in lieu of providing a balance sheet and income and expense statement for the last three years of operation.

If a public or mutual benefit corporation does not have assets to distribute upon dissolution, and its total annual revenue and assets never exceeded $50,000, and other requirements are met as specified in Certificate to the California Attorney General - 650D, the 650D Certificate may be completed and submitted as part of the dissolution waiver request, in lieu of providing a balance sheet and income and expense statement for the last three years of operation.

Also, regardless of whether a certificate is submitted or a balance sheet and income expense statement are submitted, the public or mutual benefit corporation must submit a copy of the corporation’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry.

As part of your submission, provide a letter explaining why a balance sheet and income and expense statement for the last three years of operation are not available. The public or mutual benefit corporation must also submit a copy of the corporation’s last three Forms 990, 990-EZ, or 990-PF filed with the IRS, unless they have been already filed with the Registry.

Yes. If the charitable organization is incorporated, provide the corporation’s founding documents including articles of incorporation, bylaws, and all amendments to the founding documents. If the charitable organization is a trust, provide a copy of the trust agreement and all amendments. If the charitable organization is unincorporated, provide a copy of the articles of association, bylaws, or other governing documents, and all amendments.

Note: If a dissolving charitable organization is a California nonprofit religious corporation that has assets to distribute, and it is affiliated with or controlled by a parent religious entity, also provide a copy of the parent religious entity’s founding documents, including articles of incorporation, bylaws, or other governing documents, all amendments to the founding documents, and a copy of any notice provided to the parent religious entity regarding the dissolution.

Yes. Your nonprofit corporation is required to provide a 20-day advance notice before it sells, transfers, or otherwise distributes all or substantially all of its assets, unless the Attorney General has given the corporation a written waiver. See Corporations Code sections 5913, 7238, 7913, 9633.

As part of your submission for a dissolution waiver request through the Online Filing Service, provide the Certificate of Election to Wind Up and Dissolve (SOS Form ELEC NP), also known as the Nonprofit Certificate of Election. This form must be filed with the Secretary of State before you submit an endorsed (date-stamped) copy of it in your dissolution waiver request.

Your nonprofit corporation’s remaining assets must be distributed according to the dissolution clause contained in the nonprofit corporation’s articles of incorporation. In most instances, the articles of incorporation will state the assets are required to be distributed to another qualified 501(c)(3) organization. The recipient organization should be in good standing with the Registry of Charities and Fundraisers, if required to register and report. Also, if your nonprofit corporation holds assets that were solicited or received for a specific or restricted charitable purpose, the recipient organization for those assets should have a similar charitable purpose.

Yes. If your organization is a branch/satellite of a larger national charitable organization located outside of California, it would be proper to propose transferring the assets to it.

No. And, if the assets are distributed to directors of your nonprofit corporation, this may be an unlawful distribution that will put all of the directors in jeopardy of being sued. See Corporations Code section 5237. Charitable assets must be distributed according to the dissolution clause contained in the nonprofit corporation’s articles of incorporation and consistent with any charitable purposes for which the assets are held.

No.

No. Once the Registry of Charities and Fundraisers has issued a waiver of objections letter from the Attorney General, your organization may proceed with the distribution of its assets before filing the Nonprofit Certificate of Dissolution with the Secretary of State. You will then need to provide a filed endorsed (date-stamped) copy of the Nonprofit Certification of Dissolution to the Registry.

No. Your nonprofit corporation is responsible for filing any forms or applicable documents with the Secretary of State.

After your dissolution waiver request is processed and there are no objections, the Registry issues a waiver of objections letter from the Attorney General. After you receive the waiver of objections letter, then file a Nonprofit Certificate of Dissolution with the Secretary of State along with the waiver of objections letter. Once you receive the endorsed (date-stamped) copy of the Nonprofit Certificate of Dissolution from the Secretary of State, provide the endorsed copy to the Registry. The Registry would then change the status of the entity’s Registry record to dissolved, thus completing the dissolution process. If thereafter, you require official notification of the dissolution, the Registry can provide a letter of closure.

Use the Online Filing Service to check the status of a request. Once logged in, navigate to the My Submissions section and select the Other Forms tab. Then check both the Submitted and Action Required tabs. A request submitted through the Online Filing Service is listed, even if it is pending processing. If a request was mailed to the Registry of Charities and Fundraisers and does not show in the Online Filing Service, contact the Dissolution Program using the Contact the Dissolution Program form.

If the request has been processed and more information is needed, the Registry of Charities and Fundraisers notifies the organization as to the additional information needed. Notifications are sent to the organization’s email and/or address of record. If an email address is not on file, the notification is sent to the address of record. If no email is provided, the Registry will mail correspondences.

Submit requested information in the Online Filing Service. Once logged in, navigate to the My Submissions section, and select the Other Forms tab. Then select the Action Required tab to view the incomplete submission that should be resubmitted with the requested information.

Yes, if the California nonprofit corporation has not already been dissolved with the Secretary of State. Once it has been dissolved with the Secretary of State, the dissolution waiver request cannot be canceled. To cancel your request, contact the Dissolution Program using the Contact the Dissolution Program form, and submit a letter signed by an authorized director or attorney requesting to cancel the dissolution waiver request.

Filings, such as a dissolution waiver request or registration withdrawal request, are processed by the Registry of Charities and Fundraisers, and once accepted, become public filings and are reflected in the Registry Search Tool. See Government Code section 12590.

However, the Registry does not make publicly available documents that should remain confidential, such as documents containing donor information exempt from public inspection pursuant to Internal Revenue Code section 6104 (d)(3)(A). If you are filing a document that you believe should be maintained as confidential, you may request that the document be treated confidentially. For example, when uploading document in the Online Filing Service as part of dissolution waiver request or registration withdrawal request, answer “Yes” to the question that asks “Does the organization request that the attached document be treated confidentially?,” and provide an explanation of why you believe the document is confidential.

The most secure and easiest way to file a dissolution waiver request or registration withdrawal request through the Online Filing Service. However, completed requests can be mailed to this address:

Registry of Charities and Fundraisers
P.O. Box 903447
Sacramento, CA 94203-4470

For overnight or in person delivery use this address:
Registry of Charities and Fundraisers
1300 I Street
Sacramento, CA 95814

If a charitable organization has already submitted a request through the Online Filing Service, do not send a duplicate request through other means. This may result in processing delays and rejected requests.


Contact the Dissolution Program

Page Last Updated: October 23, 2026

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