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.

Select your State

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.

Top Questions about Dissolving A Corporation, LLC, Or Partnership

  • How to legally dissolve a partnership?

    Legally dissolving a partnership involves several steps, starting with documenting a mutual decision among partners. You will need to file the necessary dissolution forms and notify creditors and clients about the change. Finally, conduct a thorough financial review to address any ongoing liabilities before finalizing the dissolution. Using platforms like US Legal Forms can simplify the paperwork needed for dissolving a Corporation, LLC, or Partnership.

  • How do you legally dissolve a partnership?

    To legally dissolve a partnership, start by having a clear agreement among the partners about the dissolution. Next, file the appropriate paperwork with your state, which may include a Partnership Dissolution form. Lastly, ensure all debts are settled to finish the process without leaving obligations behind. This method makes the process of dissolving a Corporation, LLC, or Partnership more straightforward.

  • What are the three main ways to end a partnership?

    The three main ways to end a partnership include mutual agreement, expiration of a designated term, or a partner invoking a legal right to exit. First, partners can simply agree to dissolve. Second, if there’s a preset timeline for operation, the partnership ends automatically upon its completion. Lastly, a partner may withdraw for specific personal reasons, paving the way for dissolving a Corporation, LLC, or Partnership.

  • What is the process of dissolving a partnership?

    Dissolving a partnership begins with reaching an agreement among partners about the decision. Then, you should prepare and file the necessary legal documents with your state, and settle any debts or obligations. Following these steps, ensure you notify relevant parties about the dissolution. This organized approach simplifies the process of dissolving a Corporation, LLC, or Partnership.

  • What is the process of dissolving a corporation?

    The process of dissolving a corporation involves several key steps, including obtaining board approval, filing articles of dissolution with the state, and notifying stakeholders. It is critical to meet the requirements for dissolving a Corporation, LLC, or Partnership to avoid any unexpected liabilities. After dissolution, you should settle debts and file a final tax return. Using platforms like US Legal Forms can help guide you through this complex process.

  • Do I need to cancel my EIN if I close my business afterward?

    Yes, you should cancel your Employer Identification Number (EIN) after you have officially closed your business. This action aligns with the process of dissolving a Corporation, LLC, or Partnership, and helps prevent future tax liabilities or misuse of the EIN. Simply write to the IRS and provide your EIN along with a statement of closure. Make sure you've completed all other dissolution steps beforehand.

  • How do I tell the IRS I closed my business?

    To inform the IRS that you closed your business, you should indicate your final tax return as the last return for your LLC. Specifically, you need to check the box that states the business has ceased operations. Additionally, ensure all obligations related to dissolving a Corporation, LLC, or Partnership are completed, as this can impact your tax responsibilities. It's wise to keep documentation to confirm closure for future reference.

  • How do I fully dissolve my LLC?

    To fully dissolve your LLC, you need to follow a systematic process that includes filing articles of dissolution with your state and notifying all creditors and stakeholders. This is a crucial step in dissolving a Corporation, LLC, or Partnership, as it legally ends your entity and addresses any claims or debts. After filing, you should also settle any remaining balances and file necessary final tax returns. Using resources from platforms like US Legal Forms can simplify this process.

  • Should I dissolve my LLC before or after filing taxes?

    It's generally best to dissolve your LLC after you complete your tax filings for the final year. This ensures you can accurately report all income and expenses before dissolving the Corporation, LLC, or Partnership. If you dissolve beforehand, you may face complications if any income or obligations arise. Consulting a tax professional can help clarify your situation.

  • What happens if I close my LLC?

    When you close your LLC, you officially end its operations, which means you will not conduct any future business activities. It's important to follow the correct procedure for dissolving a Corporation, LLC, or Partnership to ensure you don't face any ongoing liabilities or obligations. Closing your LLC without proper dissolution can lead to penalties or unpaid taxes. Therefore, make sure you take the right steps to finalize the closure.