How to Dissolve a Corporation in Virginia (How to legally Close a Virginia Business)
VIRGINIA BUSINESS SERVICES CORPORATION Incorporate in Virginia Virginia Professional Corporation Virginia Nonprofit Corporation VA Corporation Foreign Qualification Virginia Corporation Annual Report Virginia Corporation Dissolution LLC Form a LLC in Virginia VA LLC Foreign Qualification Virginia LLC Annual Report Virginia LLC Dissolution OTHER VIRGINIA BUSINESS SERVICES Virginia Good Standing Certificate Virginia Apostille Virginia DBA Name Virginia Registered Agent VA Corporation Kit and Seal Virginia Certified Copies VA Business Reinstatement VA Company Name Reservation VA Tax Status Compliance Certificate VA Attorney Good Standing Certificate Virginia Property Deed VA Employer Requirements QUICK ENTRY FORMS Virginia Incorporation Virginia LLC VA Professional Corporation VA Nonprofit Corporation VA Foreign Corporation VA Foreign LLC VA LLC Dissolution VA Corporation Dissolution CORPORATE GLOSSARY   Administrative Dissolution Agent for Service of Process Apostille Apportionment Articles of Incorporation Articles of Organization Assumed Name At Will LLC Authorized Shares B Corporation Benefit Corporation Board of Directors Business Dissolution Business Entity Bylaws Certificate of Existence Certificate of Status Certified Copy Close Corporation Common Stock Conversion Corporate Bylaws Corporate Name Reservation Corporate Stock DBA Disregarded Entity Dividends ESOP Excise Tax Federal Tax ID Ficticious Name Foreign Qualification Franchise Tax General Partnership Good Standing Certificate Incorporator Involuntary Dissolution IRS Form 966 ITIN Limited Liability Company Limited Partnership Liquidation LLC LP Majority Shareholder Meetings Merger Nexus Non-Stock Corporation Nonprofit Corporation Obligated Member LLC Organizer Paid-in Capital Paid-in Surplus Par Value Personal Service Corporation Preferred Stock Privilege Tax Professional Corporation Professional Service Proxy Registered Agent Registered Office Reporting Requirements Revocation S Corporation Series LLC Service Mark Shareholder Sole Proprietor Stated Capital Statutory Agent Stock Certificate Term LLC Trade Name Trademark Trust Trustee Winding Up	What is Virginia Corporation Dissolution? A Virginia Corporation is created when the VA State Corporation Commission approves the Articles of Incorporation. A record of the Virginia Corporation is added to the list of Corporations which have officially registered with the Virginia State Corporation Commission.  Once a Corporation is registered with the Virginia State Corporation Commission, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   more... less... A Virginia Corporation is created when the VA State Corporation Commission approves the Articles of Incorporation. A record of the Virginia Corporation is added to the list of Corporations which have officially registered with the Virginia State Corporation Commission.  Once a Corporation is registered with the Virginia State Corporation Commission, 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 a Virginia Corporation with the Virginia State Corporation Commission and want to cease business activities you have to let the VA State Corporation Commission know that you intend to close your company.  Only after the VA Secretary of State has made sure that all of the obligations of the Virginia Corporation have been fulfilled will the State Corporation Commission approve of the closure of the company. When the Virginia State Corporation Commission approves the closing of a VA Corporation, that Virginia Corporation is said to be Dissolved.   The process of Dissolving a Virginia Corporation is called Virginia Corporation Dissolution. If the Virginia Corporation has issued shares and commenced business both Articles of Dissolution and Articles of Termination of Corporate Existence must be filed with the Virgina State Corporation Commission. The VA Corporation Commission will issue and record a Certificate of Dissolution and a Certificate of Termination of Corporate Existence for the Virginia Corporation. The Virginia Corporation will maintain its legal existence, will remain active on the VA Corporation Commission's records, will remain liable for paying annual registration fees and will be responsible for filing Annual Reports with the Virginia Corporation Commission until a Certificate of Termination of Corporate Existence for the Virginia Corporation has been issued by the Virginia State Corporation Commission. Why do I need to Dissolve a Virginia Corporation? As soon as a Virginia Corporation is registered with the VA State Corporation Commission, that Corporation is responsible for recurring obligations of the Virginia State Corporation Commission and the Virginia Department of Revenue.  If the Virginia Corporation does not file reports or pay taxes then that VA Corporation could be responsible for penalties which go up as time goes by. Unless you Dissolve your Virginia Corporation with the Virginia State Corporation Commission that VA Corporation will be responsible for all recurring fees and penalties. What do I have to do to Dissolve a Virginia Corporation? Virginia Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.   more... less... Virginia 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 Virginia State Corporation Commission; and things that you have to do after the VA State Corporation Commission has approved Dissolution of the Virginia Corporation.  What you have to do both before and after the Virginia 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 Virginia Corporation has.  If the Virginia Corporation has not commenced business then the VA Corporation Dissolution process is easier. What do I have to do before I Dissolve a Virginia Corporation? Things you need to do before you Dissolve a Virginia Corporation.   1. Hold a Directors meeting and record a resolution to Dissolve the Virginia Corporation   2. Hold a Shareholder meeting to approve Dissolution of the Virginia Corporation   3. File a Articles of Dissolution with the VA State Corporation Commission   4. File all required Annual Reports with the Virginia State Corporation Commission   5. Clear up any business debt   6. Pay all taxes and administrative fees owed by the Virginia Corporation more... less... 1. Hold a Board of Directors meeting and record a resolution to Dissolve the Virginia Corporation If a Board of Directors has been appointed for the Virginia Corporation then the Board is required to adopt a resolution to Dissolve the VA 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 Virginia Corporation. We can transcribe and compile minutes or approvals into a form that is legally recognized by the Virginia State Corporation Commission. 2. Hold a Shareholder meeting to approve Dissolution of the Virginia Corporation If a Virginia 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 Virginia Corporation Dissolution process is easier. If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Virginia State Corporation Commission. 3. File a Articles of Dissolution with the VA State Corporation Commission The Statement of Intent to Dissolve must be filed with the Virginia State Corporation Commission before initiating the final stages of the Virginia Corporation Dissolution process. We can prepare your Articles of Dissolution and file it with the VA State Corporation Commission. 4. File all required Annual Reports with the Virginia State Corporation Commission The Virginia State Corporation Commission will not approve the Dissolution of a VA Corporation until all required reports have been filed. We can file any required Annual Report with the VA State Corporation Commission. 5. Clear up any business debts All creditors of a Virginia 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 Virginia State Corporation Commission does not legally require the publication of a Notice of Dissolution of a Virginia Corporation, publication is a good way to notify anyone who might have a claim against the Virginia Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the VA Corporation after the Virginia Corporation has been dissolved. 6. Pay all taxes and administrative fees owed by the Virginia Corporation The Virginia State Corporation Commission will definitely not approve the Dissolution of a Virginia Corporation until all outstanding taxes and applicable registration and administrative fees have been paid. less... What do I have to do after I Dissolve a Virginia Corporation? Things you have to do after you Incorporate in Virginia.   1. Distribute all remaining assets of the Virginia Corporation   2. Close all business bank accounts of the Virginia Corporation   3. Cancel all local business licenses and permits   4. File Form 966 with the IRS   5. Cancel the IRS account associated with the VA Corporation's Federal Tax ID (EIN) more... less... 1. Distribute all remaining assets of the Virginia Corporation If the Virginia Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the VA Corporation. All distributions to Corporate Shareholders must be reported to the IRS. 2. Close all business bank accounts of the Virginia Corporation If there are any business accounts that have been opened for the Virginia Corporation then those accounts must be closed. If Corporate business accounts are left open there may be liability and obligations of the Dissolved Virginia Corporation which could lead to legal problems. 3. Cancel all local business licenses and permits of the VA Corporation If the Virginia 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 Virginia Corporation. This includes business registration licenses as well as reseller permits. 4. File IRS Form 966 All Dissolved Virginia 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 Virginia Corporation has been legally Dissolved so that it may take the appropriate actions. We can prepare IRS Form 966 for you to file. 5. Cancel the IRS account associated with the VA Corporation's Federal Tax ID (EIN) A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Virginia Corporation.  Once the IRS links an EIN to a Virginia Corporation, that EIN stays with the Virginia Corporation even after the Company has been Dissolved by the Virginia State Corporation Commission. When the IRS processes the final tax return for the Virginia 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 Virginia Corporation down the line the IRS will reactivate the old EIN for your new Business. Before a Virginia Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Virginia Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Virginia 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. How long does it take to Dissolve a Virginia Corporation? The time it takes to Dissolve a Virginia 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 Virginia State Corporation Commission usually takes around 7-10 business days to process the Articles of Termination of Corporate Existence.    more... less... The time it takes to Dissolve a Virginia 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 Virginia State Corporation Commission usually takes around 7-10 business days to process the Articles of Termination of Corporate Existence. Processing times for Virginia Corporation Dissolution filings vary depending on the work load of the State Corporation Commission's staff.  We've found that normal processing of Virginia Dissolution filings takes the state around 7-10 business days. PLEASE NOTE: WE CANNOT GUARANTEE VIRGINIA STATE CORPORATION COMMISSION PROCESSING TIMES. We are dependent on, and have no control over, the staff and systems of the Virginia State Corporation Commission . In our experience 7-10 business days is the time it usually takes the Virginia State Corporation Commission to process a Virginia Dissolution filing. We get your Virginia Corporation Dissolution filing to the VA State Corporation Commission ASAP. Once it is at the state we have no control over the Virginia Dissolution approval process. How much does it cost to Dissolve a Corporation in Virginia? The total cost to Dissolve a Virginia Corporation varies depending on exactly what is required for each specific VA Dissolution. We charge $249.00 plus any state fees for our Virginia 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 Termination of Corporate Existence with the Virginia 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 VA Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support We also offer these Virginia Corporation Dissolution services separately as explained on the right side of this web page. What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a VA Domestic Corporation? If there are Foreign Corporations in states other than Virginia that are tied to the Domestic Virginia Corporation then each of those Foreign Corporations must be Dissolved before the Virginia Corporation is legally Dissolved. Can I revoke Dissolution after it is approved by Virginia? A Virginia Corporation may revoke its Articles of Dissolution by filing Articles of Revocation of Dissolution with the Virginia State Corporation Commission. How long before someone can use my Corporation name in Virginia after I Dissolve? A Virginia Corporation company name becomes available for anyone to use when the Virginia Corporation is Dissolved by the Virginia State Corporation Commission. There are no Corporation company name protections in Virginia once a Virginia Corporation has been Dissolved by the Virginia State Corporation Commission. Do I have to publish a Notice of Dissolution of the Virginia Corporation? There are no state of Virginia requirements for the publication of a Notice of Dissolution of a Virginia Corporation. While the Virginia State Corporation Commission does not legally require the publication of a Notice of Dissolution of a Virginia Corporation, publication is a good way to notify anyone who might have a claim against the Virginia Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the VA Corporation after the Virginia Corporation has been dissolved.	VIRGINIA CORPORATION DISSOLUTION SERVICES For $249.00 our Virginia Corporation Dissolution Services include: Same day processing explain We will start processing your application for a Virginia Corporation Dissolution on the same day that you submit your order.  We get your VA Corporation Dissolution filing to the Virginia State Corporation Commission as fast as possible.  Once they get the application, the VA State Corporation Commission usually takes 7-10 business days to process a Virginia Corporation Dissolution filing. 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 Termination of Corporate Existence with the Virginia State Corporation Commission Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel the Federal EIN account linked to the Virginia Corporation Certified copy of Dissolution filing from VA State Corporation Commission Priority Mail Delivery of all documents Unlimited Customer Support A LA CARTE VIRGINIA DISSOLUTION SERVICES If you don't need our complete Virginia Corporation Dissolution package we offer our Dissolution services separately check the box next to any option, price will be calculated automatically Transcribe Board meeting minutes - $75.00   explain If a Board of Directors has been appointed for the Virginia Corporation then the Board is required to adopt a resolution to Dissolve the VA Corporation. Minutes of the meeting must be recorded and retained in the business records. We will transcribe the minutes of the Board meeting into a format that is legally acceptable in the state of Virginia. We will also compile a formal resolution to Dissolve the Virginia Corporation for your records. Transcribe Shareholder meeting minutes - $75.00   explain If a Virginia 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. We will transcribe the minutes of the Shareholder meeting into a format that is legally acceptable in the state of Virginia. Prepare and file Articles of Termination of Corporate Existence - $75.00   explain As soon as the preliminary Virginia Corporation Dissolution actions are completed we will prepare and file the Articles of Termination of Corporate Existence with the Virginia State Corporation Commission in the quickest way possible Prepare IRS Form 966 - $65.00   explain All Dissolved Virginia 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 Virginia Corporation has been legally Dissolved. We will prepare IRS Form 966 for you to file. Prepare EIN cancellation documents - $65.00   explain A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Virginia Corporation.  Once the IRS links an EIN to a Virginia Corporation, that EIN stays with the Virginia Corporation even after the Company has been Dissolved by the Virginia State Corporation Commission. When the IRS processes the final tax return for the Virginia Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed by the IRS.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account - or with the IRS - in the future. We will prepare formal documents to get your Virginia Corporation's EIN account closed as quickly as possible. Processing fees $249.00 Virginia Dissolution fees $25.00 Optional services $0.00 Total cost $274.00 OUR ADVANTAGE We start processing your Virginia Corporation Dissolution order as soon as it arrives. We get your documents to the Virginia State Corporation Commission in the quickest possible way.  We guarantee our work.  If you're not satisfied with our Virginia Dissolution services we will refund 100% of your processing fees. We've been helping Corporations legally Dissolve in Virginia for over ten years.  Our A+ BBB rating speaks for itself! 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