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Dissolving a Corporation, LLC, or Partnership

This Package provides all the forms needed to dissolve a corporation in your state, saving you precious time and money. Includes a state-specific law summary, instructions and the appropriate forms, notices and resolutions necessary to dissolve a Corporation. Select your state below to read details and download your Dissolution of a Corporation Package today. Order Options: Download online or Attorney Preparation.



How to Close a Business Through Corporate Dissolution

The Role of an Operating Agreement, Partnership Agreement, or Articles of Incorporation

There are many reasons for dissolving a corporation, such as economic downturn, sale of assets, internal disagreements, death or divorce of a key member, etc. Procedures for voluntary dissolution can be created ahead of time in the articles of incorporation of a corporation, the operating agreement of a limited liability company, or partnership agreement of a partnership. Laying out the terms for handling distribution of assets and shares going to shareholders and members in advance is advised in order to avoid expensive litigation and delay if a dispute arises in the future. By having an operating agreement or articles of incorporation and bylaws in place dealing with how to collect, distribute, and pay assets and liabilities, the assets of the company are not at risk of being dissipated in a judicial dissolution case.

Voluntary Dissolution

Closing a business may also be accomplished voluntarily by governing officers or shareholders according to the relevant articles of incorporation or operating agreement. After applicable voting and notice procedures are followed, articles of dissolution or a certificate of dissolution is filed with the secretary of state. This certificate states, among other things, that all the affairs of the corporation have been wound up. Winding up of affairs generally involves payment of creditors and distribution of assets.

Involuntary Dissolution

It is also possible to have a business closed involuntarily by a court or administrative agency, such as when corporate taxes or filings are overdue. The secretary of state or governing agency requires corporations to file an annual report and pay a fee in order to continue in good standing. Failure to maintain good standing can lead to administrative dissolution.

US Legal Forms offers a professionally prepared, state-specific dissolution package that includes the forms you need to dissolve your business, whether you have a corporation or LLC. Each package varies according to state requirements, but typically will contain resolutions related to the decision to dissolve the business, notices to creditors with instructions to file claims by a certain deadline, the dissolution form required to be filed with the secretary of state or governing agency, transmittal letters, a summary of state law, and easy to follow instructions. We also offer a preparation service that will prepare the necessary forms and file them after you complete a brief questionnaire.