Articles of Dissolution: How to Close a Company

Articles of Dissolution: How to Close a Company

by Jane Haskins, Esq., September 2015

Starting a business is fun and exciting. Closing one? Not so much.

By the time you make a decision to close a business, you’ve probably moved on to other things – a new venture, a new job, or the freedom of retirement. Formally closing a company may feel like just another chore that will take time and money.

But it’s important to file articles of dissolution with your state to formally dissolve a business. Filing articles helps you avoid future fees and liability and gives you a sense of closure. This article helps you understand how to close a company down and walk away for good.

What are articles of dissolution and why should I file them?

If you organized your business as a limited liability company, you filed articles of organization with the state. If your business is a corporation, you filed articles of incorporation. These documents established your business as a separate legal entity. In many states, business entities such as LLCs and corporations must pay annual taxes or fees or file annual reports.

Articles of dissolution are the reverse of articles of organization or incorporation – they end your business entity’s existence. If you don’t file articles of dissolution when you close a company, the state will assume that you are still doing business and will continue to expect you to file reports and pay taxes and fees. If you don’t, you can become liable for additional fines and penalties.

Articles of dissolution also place creditors on notice that your business has closed and you are no longer liable for debts.

What about sole proprietorships and general partnerships? You do not need to file articles of dissolution to end a sole proprietorship, but in some states you must formally dissolve a partnership if you filed partnership documents with the state. Your state’s business filing agency can explain the requirements in your state.

How to Dissolve an LLC or Corporation

1. Vote to Dissolve

No matter how your business is organized, you should take a formal vote on dissolving the business and make a written record of the vote. To dissolve a corporation, look to your company bylaws for guidance on who must vote, how the vote must be conducted, and the number of votes needed to approve the dissolution. Document the vote in a resolution that you keep with your corporate records.

To dissolve an LLC, consult your LLC operating agreement for the voting procedure to follow. If you don’t have an operating agreement, follow the requirements in your state’s LLC laws.

2. Notify Your Creditors

Once you’ve decided to close an LLC or close a corporation, you should send a notice to your creditors that lets them know you’re closing and advises them of the deadline to submit claims. The deadline is established by state law. In most states it is between 90 and 180 days after the date of the notice. Your notice should also let your creditors know that any claims received after the deadline are barred.

Some states require you to notify creditors before filing articles of dissolution. By sending a formal notice, you establish a time frame for getting your business affairs wrapped up, and you limit the possibility that a creditor will surface long after you’ve gone out of business.

3. Take Care of Taxes and Licenses

Contact your state and local taxing authorities to determine whether you owe any taxes and then pay those taxes. In some states, you must obtain a document that certifies that your business has paid all its taxes before you can file articles of dissolution.

If you have employees, make sure that you make your final payroll tax deposits. You’ll also need to file final federal and state employment tax returns. If you don’t pay your payroll taxes, the IRS can hold you and your co-owners personally liable for them – even if your business was a corporation or LLC.

Finally, if your business has licenses or has filed fictitious business names, contact local licensing authorities and arrange to cancel them. 

4. Prepare Articles of Dissolution

You can prepare articles of dissolution by filling out a form on the website of the state agency responsible for business filings in your state. In most states, that’s the secretary of state.

5. File Articles of Dissolution

To complete your corporate dissolution or LLC dissolution, you must file the articles of dissolution with the secretary of state or other state business filing agency. Exact procedures and fees vary from state to state, but in most states you must file the form in person or by mail and pay a filing fee.

6. Other Steps in Closing a Business

Once you’ve paid your taxes, you can begin paying your other creditors. After everyone has been paid, you can close your business bank account and distribute any leftover funds to the business owners. If you can’t pay all your business debts, you may be able to negotiate with your creditors or you may want to seek advice from a bankruptcy lawyer.

If you have registered to do business in other states, you should contact those states and cancel those registrations. If you don’t, your business could remain liable for taxes or annual reports in those states.

You’ll also need to file final federal and state tax returns and cancel your business’s Federal Employer Identification Number.

Formally dissolving a business by filing articles of dissolution is an easy way to protect yourself against future liability when you’re closing a business. To further protect yourself, be sure to notify taxing authorities, pay your taxes, and notify and pay your other creditors before you close down for good.

LegalZoom can help you close a business when you’re ready. Answer a few questions about your business in our online questionnaire, and we’ll help you complete the paperwork and file it with the Secretary of State.

 

 

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