Dissolving a company requires legal paperwork, tax clearance, and filing dissolution documents with the state. We ensure a smooth and compliant business closure.
There are several reasons why a business may need to be dissolved, such as bankruptcy, retirement, or a change in career direction. When a company is no longer in operation, it is essential to follow the legal process for closing it properly.
A Corporation or LLC is formed under state authority, meaning it can only be legally dissolved by the state. Each state has specific procedures for dissolving a business, and it cannot be closed simply by stopping operations or making a request via letter or phone call. Until the business officially receives a Certificate of Dissolution from the Secretary of State, it remains liable for taxes, fees, penalties, and other obligations.
Before a company is dissolved, several federal and state-level actions must be completed, often with the assistance of an accountant.
Second is filing Articles of Dissolution with the Secretary of State. The procedure varies from state to state – in some states, this is done with a simple certificate, while others require a more complex process.
Once you receive approval from the state to dissolve your corporation/LLC, company assets must be distributed to its shareholders/members, and all financial (bank, credit) accounts need to be closed.
The company must notify each director and shareholder (or members of the LLC), whether entitled to vote or not, of the proposed dissolution meeting. The notice must clearly state that the purpose of the meeting is to consider dissolving the entity.
The corporation/LLC will be withdrawn, and its existence will end on the date the Certificate of Dissolution is filed and approved by the State. The Business Corporation Law does not permit the effective date of dissolution to be any date other than the filing date of the Certificate of Dissolution by the State.
The Certificate of Dissolution must be signed by an officer, director, attorney-in-fact, or a duly authorized person. The name and title of the signer must be typed or printed opposite the signature.
There are two main reasons why you should officially close the company, even if it is no longer operating:
Once the financial and legal aspects (meetings) of the company dissolution are resolved, you need to complete the following steps, and our company can assist with all the items on this list:
It varies by state but generally takes 2-8 weeks.
Yes, all tax obligations must be cleared before closing.
Outstanding debts must be settled or addressed before filing.
You may continue to owe state fees and taxes.
Not necessarily, but professional assistance ensures compliance.
Our company offers professional US Company Dissolution services, ensuring that all required documents are accurately filed and fully compliant with state and federal regulations.
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