What is Alabama Corporation Dissolution? |
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An Alabama Corporation is created when the AL Secretary of State approves the Articles of Incorporation.
A record of the Alabama Corporation is added to the list of Corporations which have officially registered with
the Alabama Secretary of State.
Once a Corporation is registered with the Alabama Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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An Alabama Corporation is created when the AL Secretary of State approves the Articles of Incorporation.
A record of the Alabama Corporation is added to the list of Corporations which have officially registered with
the Alabama Secretary of State.
Once a Corporation is registered with the Alabama Secretary of State, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered an Alabama Corporation with the Alabama Secretary of State and want to cease business activities
you have to let the AL Secretary of State know that you intend to close your company.
Only after the AL Secretary of State has made sure that all of the obligations of the Alabama Corporation have been fulfilled will
the Secretary of State approve of the closure of the company.
When the Alabama Secretary of State approves the closing of an AL Corporation, that Alabama Corporation is said to be
Dissolved.
The process of Dissolving an Alabama Corporation is called Alabama Corporation Dissolution.
Articles of Dissolution for an Alabama Company must be filed with the Office of the Judge of the Probate in the Alabama county where the Alabama Corporation's Certificate of Formation was recorded.
The Judge Probate's Office will transmit a certified copy of the Articles of Dissolution for the Alabama Corporation to the Alabama Secretary of State within 10 days after the Dissolution filing is recorded.
Once an Alabama Corporation is dissolved by the Alabama Secretary of State that AL Corporation may not carry on any business except as part of the Winding Up process and to liquidate its company assets.
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Why do I need to Dissolve an Alabama Corporation? |
As soon as an Alabama Corporation is registered with the AL Secretary of State, that Corporation is responsible for
recurring obligations of the Alabama Secretary of State and the Alabama Department of Revenue.
If the Alabama Corporation does not file reports or pay taxes then that AL Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Alabama Corporation with the Alabama Secretary of State that AL Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve an Alabama Corporation? |
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Alabama Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Alabama Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Alabama Secretary of State;
and things that you have to do after the AL Secretary of State has approved Dissolution of the Alabama Corporation.
What you have to do both before and after the Alabama Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Alabama Corporation has.
If the Alabama Corporation has not commenced business then the AL Corporation Dissolution process is easier.
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What do I have to do before I Dissolve an Alabama Corporation? |
Things you need to do before you Dissolve an Alabama Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Alabama Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Alabama Corporation
3. File all required Business Privilege Tax Return and Annual Reports with the Alabama Secretary of State
4. Clear up any business debt
5. Pay all taxes and administrative fees owed by the Alabama Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Alabama Corporation
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If a Board of Directors has been appointed for the Alabama Corporation then the Board is required to adopt a
resolution to Dissolve the AL Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Alabama Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Alabama Secretary of State.
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2. Hold a Shareholder meeting to approve Dissolution of the Alabama Corporation
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If an Alabama Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Alabama Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Alabama Secretary of State.
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3. File all required Business Privilege Tax Return and Annual Reports with the Alabama Secretary of State
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The Alabama Secretary of State will not approve the Dissolution of a AL Corporation until all required
reports have been filed.
- We can file any required Business Privilege Tax Return and Annual Report with the AL Secretary of State.
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4. Clear up any business debts
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All creditors of an Alabama Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
While the Alabama Secretary of State does not legally require the publication of a Notice of Dissolution of an Alabama Corporation, publication is
a good way to notify anyone who might have a claim against the Alabama Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the AL Corporation after
the Alabama Corporation has been dissolved.
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5. Pay all taxes and administrative fees owed by the Alabama Corporation
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The Alabama Secretary of State will definitely not approve the Dissolution of an Alabama Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve an Alabama Corporation? |
Things you have to do after you Incorporate in Alabama.
1. Distribute all remaining assets of the Alabama Corporation
2. Close all business bank accounts of the Alabama Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the AL Corporation's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Alabama Corporation
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If the Alabama Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the AL Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Alabama Corporation
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If there are any business accounts that have been opened for the Alabama Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Alabama Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the AL Corporation
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If the Alabama Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Alabama Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Alabama Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Alabama Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the AL Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Alabama Corporation.
Once the IRS links an EIN to a Alabama Corporation, that EIN stays with the Alabama Corporation even after the Company has been Dissolved by the
Alabama Secretary of State.
When the IRS processes the final tax return for the Alabama Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Alabama Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before an Alabama Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Alabama Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Alabama Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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How long does it take to Dissolve an Alabama Corporation? |
The time it takes to Dissolve an Alabama Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Alabama Secretary of State usually takes around 3-4 business weeks to process the Articles of Dissolution.
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The time it takes to Dissolve an Alabama Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Alabama Secretary of State usually takes around 3-4 business weeks to process the Articles of Dissolution.
Processing times for Alabama Corporation Dissolution filings vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of Alabama Dissolution filings takes the state around 3-4 business weeks.
PLEASE NOTE: WE CANNOT GUARANTEE ALABAMA SECRETARY OF STATE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Alabama Secretary of State .
In our experience 3-4 business weeks is the time it usually takes the Alabama
Secretary of State to process an Alabama Dissolution filing.
We get your Alabama Corporation Dissolution filing to the AL Secretary of State ASAP.
Once it is at the state we have no control over the Alabama Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Alabama? |
The total cost to Dissolve an Alabama Corporation varies depending on exactly what is required for each specific
AL Dissolution.
We charge $249.00 plus any state fees for our Alabama Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Articles of Dissolution with the Alabama Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from AL Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Alabama Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to an AL Domestic Corporation? |
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If there are Foreign Corporations in states other than Alabama that are tied to the Domestic Alabama Corporation then
each of those Foreign Corporations must be Dissolved before the Alabama Corporation is legally Dissolved.
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How long before someone can use my Corporation name in Alabama after I Dissolve? |
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The company name of a Dissolved Alabama Corporation may not be used by another Alabama Corporation or LLC within 120 days of the date on which the Alabama Secretary of State approved the Dissolution of the Alabama Corporation.
After 120 days the company name becomes available to any Alabama Corporation or LLC.
There are no protections on the use of a Alabama company name after 120 days from the date of Dissolution.
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Do I have to publish a Notice of Dissolution of the Alabama Corporation? |
There are no state of Alabama requirements for the publication of a Notice of Dissolution of an Alabama Corporation.
While the Alabama Secretary of State does not legally require the publication of a Notice of Dissolution of an Alabama Corporation,
publication is a good way to notify anyone who might have a claim against the Alabama Corporation.
Evidence of publication might prove useful down the line if someone makes a claim against the AL Corporation after
the Alabama Corporation has been dissolved.
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