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Filing Your Corporate Dissolution

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A corporation or LLC can come to a place of dissolution for several reasons. It can simply be a decision you've made for your company because it is no longer successful, you are moving on to a new adventure or your shareholders wish to dissolve its assets. This will, fortunately, stop the necessary tax filings and other requirements that come with having a record of operation on file with the secretary of state. But, the emotional decision to dissolve your company can be tough at times, if you put your heart and sweat into building your own business.

Allow IncFile.com to ease the burden by doing the dissolution paperwork for you

How to Close a Corporation

A company begins with Articles of Incorporation when it is formed, therefore it makes sense that Articles must be filed to dissolve a company that has been in operation. Without filing the proper paperwork, the business owner will continue to be liable for taxes and other state requirements. Fortunately, closing a company is really a matter of paperwork.

In order to properly close a corporation or LLC that is no longer transacting business, the company must file Articles of Dissolution with the state of incorporation. Neglecting to file Articles of Dissolution for a company that is no longer active may expose the corporation or LLC to unnecessary recurring fees or taxes.

Business dissolution is primarily an act of filing Articles of Dissolution with your secretary of state. However, if a business is not in a sound position with the state to dissolve, other legal matters may complicate the process.

Steps to Dissolving Your LLC or Corporation

There are three key steps to dissolving a company. IncFile completes these steps in a timely manner on your behalf, making an otherwise cumbersome process simple and stress-free.

  1. Hold a meeting with the Board of Directors: In this case, you want the minutes of your meeting to reflect that a vote was taken and appropriate majority (as outlined in your incorporation papers) was achieved. Those companies with shareholders will want a written documentation of this decision signed by all company owners. Some companies, such as single-member LLCs will not need to complete this step.
  2. File the Articles of Dissolution: The paperwork must be completed and signed by the Registered Agent of your company. You will be issued a Certificate of Dissolution that formalizes the termination of business activity in your state. Once dissolution is properly documented, all branches in other states will automatically be dissolved as well. The dissolution of a company must take place in the state where incorporation took place.
  3. Notify the IRS: This step is important because it will provide you with a "consent to dissolution" or "tax clearance" that makes the process a smooth one. It will be necessary to pay all federal and state taxes due at this time to receive this consent. This document(s) will be required by the secretary of state to achieve a formal dissolution. While we'll help you file your Articles of Dissolution, you will be responsible for contacting the IRS to receive any tax clearances, etc.

An additional step often recommended at this point is the closing of all credit lines and accounts that pertain to your business. Letting your creditors know that you have dissolved a company will set you up for more favorable circumstances should debt still be present. Finally, if you have any fictitious names in other states, you'll want to cancel those as well.

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handle the paperwork.

Requirements to file Articles of Dissolution:

The company must be in good standing with the state of incorporation and cannot be in arrears of franchise taxes or annual reporting requirements. In the event that the entity is not in good standing reinstatement would be required in order to proceed with the dissolution.

Dissolution

99

Plus State Filling Fees

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Common questions on filing Dissolution

What are Articles of Distribution exactly?
The articles formalize the cessation of activity as an incorporated entity. They define parameters surrounding the dissolution of a company. This could include the distribution or sale of assets, how shareholders will be compensated and responsibilities divided among management.
How long will it take to have the Articles of Dissolution filed?
The filing time is dependent on the governing state agency and varies by state.
How much will it cost to file Articles of Dissolution?
The state fee varies by state our service fee to file Articles of Dissolution is $99. To review the fee in your state click on the “order now” button and select the state and entity type.
What will I receive when the Articles of Dissolution are filed?
The governing state agency will return a copy of the filed articles which are then mailed to the client.
What contingencies would prohibit me from filing a dissolution?
The only stipulation that would prohibit the owners of an entity from filing a dissolution is if the company owes outstanding taxes or has annual reports outstanding. In this event the company would need to bring the itself to good standing with the state before filing the dissolution.

Providing everything you need when you need it.

As your business grows we'll be there every step of the way to make sure that you have the
resources at hand to service your companies ongoing needs.

Annual Report file annual report

The majority of states require that companies file periodic reports that affirm the current information of the companies members, directors, and business address.

Certification Good Standing certificate of good standing

Required by governmental and private agencies to validate a companies status in order to facilitate specified transactions.

Change Registered Agent Change Registered Agent

Use to update the registered agent on file with the state of formation.

Foreign Qualification Foreign Qualification

Filed when you need to expand your entity to new states.

Amendment Amendment

Filed if a company requires changes to membership, addresses or company name.

Order Registered Agent Order Registered Agent

Order registered agent service and receive your new registered agent information immediately.

Corporate LLC Kit

The Corporate/LLC Kit is a professional binder enclosed in a matching slip case, customized with the name of your company on the spine insert. Click the icon to view the full contents.

EIN / Tax ID #

An EIN is required to open a bank account, file taxes and submit payroll taxes.

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