Business Dissolution
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Business Dissolution

Business Dissolution
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What is Business Dissolution

Legally closing or liquidating a business is referred to as Business Dissolution.  The Bylaws of a Corporation or the Operating Agreement of an LLC typically outline the Dissolution process and approvals that are required to close the business.

Dissolution can be a time-consuming and complex process.  If the business is registered in more than one state then legal Dissolution is required in each state.  Specific actions are required before a Corporation or LLC is legally Dissolved and these actions vary from state to state. 

PCF has helped hundreds of business through the Dissolution process.  We know what to do and who to contact to get the Dissolution process completed as quickly and painlessly as possible.

Why it's important to legally Dissolve a business

Corporations and LLCs are responsible for yearly taxes to both the state and federal governments.  They are also legally responsible to file yearly or biennial reports (and pay the report fees).  In addition, Corporations are legally required to conduct annual meeting of directors and shareholders, as well as prepare and retian minutes of those meetings.

Failure to perform any of the corporate obligations could lead to fines and legal fees for your business.  As long as your business is registered with the state, your Corporation or LLC is legally responsible for these obligations - even if you stop doing business.  Only after your Corporation or LLC is formally Dissolved by the state are you legally relieved of these financial obligations.

What do I need to do to Dissolve my business

1.  Hold a meeting and record a resolution to Dissolve the business
For Corporations this is a Board of Directors meeting.  For LLCs this is a meeting of Members of the LLC.  Minutes of the meeting must be recorded and retained in the business records.
2.  Hold a meeting to approve the Dissolution plan
If a Corporation has issued shares then a majority of Corporate Shareholdres must approve the Dissolution plan.  For LLCs a majority of Members must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.  Dissolution approval requirements vary from state to state.
3.  File a Statement of Intent to Dissolve with the Secretary of State
The Statement of Intent to Dissolve must be filed with the Secretary of State before initiating the final stages of the Dissolution process.  In some states the Statement of Intent to Dissolve is combined with the Articles of Dissolution.
4.  File the appropriate tax returns
All Dissolved businesses must file a tax return for the year in which the business is dissolved.  There may be other IRS requirements depending on the way that the dissolved business is taxed and if the dissolved business has any employees.  Click here for more information on IRS Dissolution information.
5.  Clear up any business debt
Some states require filing Dissolution documents before notifying creditors and resolving claims.  Other states require filing the Dissolution documents after that process.  You must notify your creditors that your business has filed for Dissolution.  You must also give your creditors a mailing address to which they may submit claims and a deadline by which claims may be submitted.
6.  Distribute the remaining assets
If the Corporation or LLC has any remaining assets, these may be divided according to the Members' or Shareholdrers' ownership interests in the business.  All distributions to Members or Shareholders must be reported to the IRS.
7.  File Articles of Dissolution with the Secretary of State
Filing Articles of Dissolution with the Secrtetary of State is the final step in the Dissolution process.  It must be completed after all other requirements have been fulfilled.  In some states the Statement of Intent to Dissolve is combined with the Articles of Dissolution.

Some states require a dissolved business to obtain a certificate from the state taxing authority which verifies that the Dissolved Corporation or LLC has no state tax obligations before filing Articles of Dissolution.

Some states require that a Notice of Dissolution be published in a newspaper in the area of the Dissolved business's principal business office after you have filed Articles of Dissolution.
8.  File IRS Form 996
All Dissolved businesses must file IRS Form 996 with the US IRS.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 996 lets the Federal Government know that your business has been legally dissolved so that it may take the appropriate actions.
Some states also require that a Notice of Dissolution be published in a newspapaer in the county of the dissolved business's principal office within a certain time period of actual Dissolution.

What can PCF do to help

  • Transcribe minutes of meeting of Board or Members that proposes Dissolution
  • Transcribe minutes of meeting at which Dissolution is approved
  • Prepare and file a Statement of Intent to Dissolve with the Secretary of State
  • Prepare and file Articles of Dissolution with the Secretary of State
  • Provide IRS Form 996 for you to file
If you don't fill out the required forms exactly as the bureaucrats want them, this could delay the closing of you business and the Dissolution process for months.  We have helped hundreds of businesses through the Dissolution process.  We know what needs to be done and how to do it as quickly and efficiently as possible.

If you're ready to order our Business Dissolution Services now
simply fill in the form below and click Place Order

If you have any questions call toll free 1-877-438-4626
The fee for our Dissolution services is $199 plus any state processing fees.
There are no hidden fees
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to see the cost for our Dissolution Services
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