Corporation Dissolution / LLC Dissolution  
Back to Top

Dissolution of business could be for variety of reasons for example: bankruptcy, retirement, or a change in career direction. When a business entity is no longer doing business or even if it was never used for anything, it is very important that it follows the legal steps in "winding itself up" as a legal entity.

A business Corporation, S Corporation or an LLC is an entity created under authority granted by the state. Its existence may only be terminated by the state. The Business Law provides a procedure for dissolving a corporation or an LLC. All legal entities can only be dissolved through formal action, not by a letter or phone call. You remain liable for all taxes, assessments, fines, penalties and interest until you receive a certificate of dissolution from the Secretary of State.

There are typical actions that are taken when closing a business on Federal and State Level:

Federal (IRS)

Why should I close business officially even though I am no longer doing business?  

Back to Top

If you will not close your business with the state, your corporation will be considered as a legal entity and accordingly you will be liable to pay taxes and other returns thereof. So it's highly recommended that you should close your business as per the instructions and rules defined by the state and get your certificate of dissolution.

How can I legally cancel a company?  
Back to Top

Canceling a company means you are going to wind up your business. In this connection the first step is to hold a meeting of corporation's board of directors in which they need to propose a resolution for business closing. A vote must be taken and the minutes of the meeting must be recorded and retained in the corporate records. Then that proposed dissolution action must also be approved by majority shareholders

Secondly, the corporation needs to file Articles of Dissolution with the secretary of state. This filing of Article of dissolution varies from state to state. In some states this is done with a simple certificate while others require a more complex process.

Once you get approval from to state to cancel your corporation or cancel an LLC, then the company's assets will be distributed to its shareholders. For more detail feel free to contact with InfoTaxSquare. Our experts are pleased to serve you and suggest you the best legal way to dissolve your corporation.

What happens if I fail to officially close LLC / close corporation?  
Back to Top

If, for any reason, you do not close your LLC/ close corporation with the state, the consequences can be severe and will take you paying heavy penalties in different areas. Some of the consequences you may be indulged to deal with include the following:

If the corporation does not have any shareholder, who will approve the Corporation termination or LLC termination proposal?  
Back to Top

If a corporation does not have officers, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for corporation termination will be sought. The notice must state that the purpose of the meeting is to consider the proposed business termination

Is it necessary to notify every member about the boards meeting?  
Back to Top

The corporation must notify each director or shareholders, whether or not entitled to vote, of the proposed members' meeting. The notice must state that the purpose of the meeting is to consider dissolving the corporation.

When Will the Corporation be withdrawn?  
Back to Top

The corporation will be withdrawn and its existence ended on the date the Certificate of Dissolution is filed and approved by the State. The Business Corporation Law does not permit the effective date of dissolution to be other than the date of filing of the Certificate of Dissolution by the State.

Who can Sign the Certificate of Dissolution?  
Back to Top

The Certificate of Dissolution must be signed by an officer, director, attorney-in-fact or a duly authorized person. The name and title of the signer must be typed or printed opposite the signature.

Ready to Order  
Back to Top

We will prepare, complete and file these administrative tasks quickly and effectively, all you need to do is complete our simple order form for Corporation or LLC .

Please feel free to contact our representatives to guide you via telephone +1-866-754-4460 or email at for more detailed information.