File a Dissolution

Formally close a business with the state.

Whether it has run its course, an owner chooses to pursue a new venture, or for any number of untold reasons, sometimes a small business must close its doors. A business owner may voluntarily dissolve a business, but they must also formally close it with the state. Without formal termination of a corporation or LLC, the owners could still be charged and held liable for fees associated with the business. We can help you create and file your articles of dissolution to notify the state that you are officially closing your business.

Why are the benefits of filing a Dissolution with MyCorporation?

Save Money

Avoid paying unnecessary taxes, annual fees, and penalties by formally dissolving your business with the Secretary of State.

End your liability

Even if you've stopped business operations, the state will still consider your business to be liable for certain aspects of the business until you file your dissolution.

Experience

We've been helping small business owners create and file their Dissolution paperwork for more than 20 years.

We make it easy

Our filing experts saving you time and added stress during a difficult time by walking you through the entire process.

What are the Articles of Dissolution?

Whenever a Corporation or LLC is an active entity at the Secretary of State, it is in existence and has specific obligations to that state (such as filing Annual Reports, paying state fees, and paying taxes). Even if the company is not actually doing any business at all, as long as the company is filed with the state, it is considered to be in existence. That's where the Articles of Dissolution come into play. By filing Articles of Dissolution (sometimes referred to as Certificate of Dissolution or Certificate of Cancellation, or something similar ), you are officially notifing the Secretary of State that the business is closed, freeing you from being required to meet these obligations in the future.

What should I do before I dissolve my business?

There are a few other important that you should consider when you are closing a business. If your business is a corporation, the shareholders must approve the decision to file a dissolution before you can close your business. These steps are sometimes outlined in the organizational documents created when the business was formed, including the articles of incorporation / organization or the corporate bylaws. Typically, the directors of the corporation should draft and approve a resolution to dissolve the business and document the minutes of a meeting. Then the shareholders would vote on this approved resolution. In the case of an LLC, the members must agree and grant this approval.

In some states you may be required to get a tax clearance / consent to dissolution from the state. This is simply a verification from the state that your business is in good standing and has fulfilled its tax obligations.

What else will I need to do when I close my business?

When closing your business, you'll want to be sure to fulfill all your business' tax obligations first and foremost. There is a helpful list you can work from on the IRS closing a business checklist to be sure that you meet your IRS requirements. You'll also want to pay off any other outstanding debts, notify your creditors (suppliers, lenders etc. ) and close your business' bank accounts. If you can't settle a debt due to financial hardship, you will need to speak to your lender directly for next steps.

If you are registered to do business in another / other states, (or if you filed a foreign qualification), you’ll also want to file a form to withdraw from the state. If you forget this step, you will still be liable for any annual fees or minimum taxes to those states.

You will also need to notify and pay your employees. While this can be one of the most difficult steps for a business owner, providing your employees with as much notice as possible is the best practice. Plan on giving your employees their final paychecks on their last day of work, including any unpaid vacation days (if required by the state) or final bonuses.

After you have approval from the state to dissolve and have cleared all other requirements, you will want to liquidate and distribute the remaining businesses assets to its shareholders / members based on their percentage of ownership, and report these distributions to the IRS.

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Frequently asked questions

Whenever a corporation or LLC is on file with, and is an active entity at the Secretary of State, it is in existence and has specific statutory obligations to that state — even if it conducts absolutely no business whatsoever. A company that is considered to be in existence must file informational reports (such as Annual Reports or Statements of Information) and pay annual state fees and, often, minimum annual franchise taxes. (For example, California limited liability companies must pay an annual $800.00 minimum franchise tax even if they conduct NO business.) For this reason, it is important to officially and formally dissolve your entity with the Secretary of State in order to avoid any obligations your company incurs simply by virtue of its existence, regardless of actual business activity.

To end the existence of a corporation or LLC, an entity must file Articles of Dissolution or other form of dissolution or cancellation documents with the Secretary of State. Requirements vary by jurisdiction. In some states, a simple certificate must be filed; in others, tax clearances and other preliminary procedures must be carried out.

The fact that a corporation has wound up its affairs and has ceased conducting business does not end its legal existence. The corporation may maintain its legal existence and remain active (and potentially liable for annual registration fees and responsible for filing annual reports) until formal dissolution/cancellation documents have been recorded with the Secretary of State.

If you are a shareholder in a corporation (or a member in an LLC) that will no longer continue operations in the upcoming business year, it may be wise to complete the process of dissolving your business. Failure to dissolve a corporation or LLC could result in the following:

  • Tax Filings. The company may be required to prepare and submit tax returns to the IRS, the state, and other municipal taxing authorities.
  • Personal Liability. Individual shareholders or members may be PERSONALLY liable for the entity's debts and tax liability.
  • Annual Reports. The entity may be required to prepare an annual report for the current year—even if NOT conducting business—along with tax payments and penalties.
  • No Distribution of Assets. Corporate/LLC assets may NOT be distributed to shareholders/members until the entity is properly dissolved.
  • Future Product Liability. An entity that is not properly dissolved may carry potential future liability from the products and services sold by the entity while it was operating.

The Board of Directors of the corporation must first propose a corporate dissolution. Corporate minutes must be recorded and maintained in the corporate book by the corporation's secretary. If shares have been issued, then once the board proposal has been recorded, a majority of shareholders must approve the dissolution action as proposed by the Board of Directors. Please note that some states require that at least two thirds of all voting shares must approve the proposed action for corporate dissolution.

If shares have not been issued, most states allow the Board of Directors to approve of dissolution.

Since laws regarding corporate dissolution vary by state, we strongly urge you to consult with an attorney regarding your state's particular requirements for your situation. Generally, however, most states require, at minimum, the filing of Articles of Dissolution or a similar document. In addition, some states require the filing of a Statement of Intent to Dissolve prior to or concurrent with the Articles of Dissolution. Also, many states require—prior to the filing of ANY formal dissolution documents—a tax clearance from that particular state's tax board. In addition to preparing your Articles of Dissolution, we will instruct you in regards to any state tax clearance requirements within your home jurisdiction.