Legal Question in Business Law in California

Re: dissolving an s corporation

The process does not depend upon the corporation's tax election - whether it is an "S" or "C" corporation is immaterial. It is probably a professional corporation subject to Corporations Code sections 13400 to 13410. These code sections do not seem to specify any special process for dissolving professional corporations, but do refer one to general corporate law for most issues.

Voluntary dissolution of corporations in general is covered by sections 1900 et seq. of ths Corporations Code. This is several pages of fine print and not suitable for boiling down and summarizing here, but you can easily look it up on the Web or at a library.

There is also some information about dissolving corporations on the Secretary of State's Web site at www.ss.ca.gov. Generally, they want a corporate resolution authorizing the dissolution and, often, some evidence that all franchise taxes have been paid - she'll probably need to get a tax clearance from the Franchise Tax Board.