Revoking a Law Corporation

A certificate of registration as a law corporation remains active with the State Bar of California unless it is not renewed annually or is revoked by the State Bar.

Rule 3.159 of the Law Corporation Rules of the State Bar provides that cancellation of a Certificate of Registration may be granted upon receipt of a resolution request that the State Bar terminate its registration. The date of  termination will be the date of the resolution, a later date requested by the law corporation, or an earlier date at the discretion of the State Bar.

To revoke your law corporation's Certificate of Registration, you must file one of the following items in our office:

1. If the corporation has two or more shareholders, a resolution of the board of directors as described above. You may use the form ("Revocation of Certificate of Registration as a Law Corporation for Law Corporations with 2 or More Shareholders"). The resolution must include the original signature of the president and secretary of the corporation.
2. If the corporation has only one shareholder, a letter advising that as the corporation's sole shareholder, and acting on behalf of the law corporation, s/he requests the revocation of the Certificate of Registration. The request must include the original signature of the shareholder. You may use the form ("Revocation of Certificate of Registration as a Law Corporation for Law Corporations with a Single (Sole) Shareholder").
3. An original certified copy of the corporation's Certificate of Dissolution from the Secretary of State, including the original blue and white cover page. (The Secretary of State usually issues only one certified copy so you may wish to request additional certified copies.) Photocopies will not be accepted. Effective date of revocation will be one of the following: ( Title 3, Division 2, Chapter 2)

• The date the request is received in our office. This date will be used unless a written request is made to the State Bar.
• The date the board of directors adopted the resolution requesting cancellation/revocation of the certificate of registration.
• A later effective date shall be granted upon written request of the corporation.
• A backdate may be granted in the "discretion" of the State Bar "if the interests of justice require and good cause appears therefor." Submit a  written statement (or fill out the appropriate section of the form) as to why the interests of justice require and there is good cause for backdating the effective date of revocation (e.g., the date the law corporation ceased practicing law or the date the shareholder went on inactive status).

The State Bar of California
Law Corporations
180 Howard St.
San Francisco, CA 94105-1639
LawCorp@calbar.ca.gov
888-800-3400