Step 1: Corporation or LLC
Company owners must approve the dissolution of the business. With corporations, the shareholders must approve the action; with limited liability companies (LLCs), members grant approval.
For small businesses, shareholders or members are often involved in day-to-day operations, and typically know the circumstances. The bylaws of a corporation and the LLC operating agreement typically outline the dissolution process and needed approvals.
To comply with corporation formalities, the board of directors should draft and approve the resolution to dissolve. Shareholders then vote on the director-approved resolution. Both actions should be documented and placed in the corporate record book. While LLCs are not subject to the same formalities, documenting the decision and member approval is recommended.
Step 2: Filing the Certificate of Dissolution with the state
After shareholders or members have voted for the dissolution, paperwork must be filed with the state in which the business was incorporated. If the company qualified to transact business in other states, paperwork must be filed in those states, too.
The process for filing the Certificate of Dissolution (also called Articles of Dissolution) varies by state. Some states require filing documents before notifying creditors and resolving claims; others require filing after that process.
Certain states require tax clearance for the company before the Certificate of Dissolution can be filed. In these cases, any back-taxes owed by the corporation or LLC must first be paid.Contact your online incorporator, registered agent or Secretary of State's office to learn more.
Step 3: Filing federal, state, and local tax forms
Although you’re ending operations, your tax obligations do not immediately cease. You must formalize the business closing with the IRS as well as your state and local taxing agencies.
The IRS website includes a business closing checklist, which indicates the required forms and links to additional state and local requirements. Remember payroll reporting obligations if you have employees. Be sure to consult your accountant or tax adviser on your particular requirements.
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