The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability company.   Yet, the Secretary of State has adopted a form of Certificate of Cancellation (Form LLC-4/7) that is intended to cover both of these situations.  However, I believe that the form is conflates the two situations.

Item 5 of Form LLC-4/7 includes the following statement:

“Upon the effective date of this Certificate of Cancellation, except as provided in California Corporations code Section 17707.06, the Limited Liability Company’s registration is cancelled and its powers, rights, and privileges will cease in California.”

This is a variation of the statements required by Corporations Code Sections 17707.08(b)(2)(C) pertaining to California LLCs and 17708.06(a)(3) pertaining to foreign LLCs.  It is therefore incorrect in several respects.  First, in the case of a California LLC, the statute requires that the LLC is cancelled, not that its registration is cancelled.   Cancellation of registration pertains to foreign LLCs.  Second, the cancellation of a foreign LLC's registration is not subject to the exception in Section 17707.06, which pertains to California LLCs.  Third, the filing of a Certificate of Cancellation by a California LLC results in the cessation of its powers, rights, and privileges everywhere not just in California.  Finally, the filing of a Certificate of Cancellation by a foreign LLC does not cause the cessation of its powers, rights, and privileges in California.  Rather, it results in the cessation of its right to conduct intrastate, but not interstate, business.  

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