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Requires a two-step process starting with a Notice of Intent to Dissolve followed by the Articles of Dissolution. Must file the certificate with the Secretary of State and ensure all annual reports are up to date. Requires the approval of the majority of the board of directors or the shareholders.
Form 966 is typically filed by C corporations (including S corporations that were previously C corporations) that have made the decision to terminate their existence and wind up their affairs.
See Certificate of Dissolution (Form DISS STK), and if applicable, Certificate of Election to Wind Up and Dissolve (Form ELEC STK).
There is no direct Form 966 penalty for non-filing or late filing, but by not properly notifying the IRS of a dissolution or liquidation, it may result in collateral damage and other penalties.
If an S corporation has always been an S corporation and has not been a C corporation at any point, it does not need to file Form 966. Limited liability companies (LLCs): By default, LLCs are not required to file Form 966 when they dissolve or liquidate.
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This form is filed only in the Sacramento office. Return Receipt Requested: It is recommended for proof of submittal that if the Certificate of Election to Wind Up and Dissolve is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested.
File Form 966 within 30 days after the resolution or plan is adopted to dissolve the corporation or liquidate any of its stock. If the resolution or plan is amended or supplemented after Form 966 is filed, file another Form 966 within 30 days after the amendment or supplement is adopted.

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