Iowa Articles of Dissolution [490.1403] are documents filed with the Iowa Secretary of State to legally dissolve a corporation in the state of Iowa. This document must be signed by all the shareholders of the corporation and filed along with the applicable filing fee. Once filed, the corporation will no longer exist and the shareholders will no longer be liable for the corporation's debts or other obligations. There are three types of Iowa Articles of Dissolution [490.1403]: voluntary dissolution, involuntary dissolution, and administrative dissolution. A voluntary dissolution is initiated by the corporation's shareholders and is intended to dissolve the corporation in a peaceful and orderly manner, while an involuntary dissolution is initiated by a court order due to the corporation's failure to comply with state regulations. An administrative dissolution is a dissolution initiated by the Iowa Secretary of State due to the corporation's failure to comply with certain filing requirements.
Iowa Articles of Dissolution [490.1403]
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FAQ
To dissolve an LLC in Iowa, you must first obtain approval from the members. Next, complete and file the articles of dissolution according to Iowa Articles of Dissolution 490.1403. This formal step is necessary to avoid ongoing liabilities and ensure that the dissolution follows state regulations.
Dissolving a corporation successfully takes several key steps. Such requirements may vary across the fifty states. Generally, it is recommended that business owners get legal assistance to file the necessary documents with the proper state agencies.
A letter of dissolution is an official notification of the end of a business relationship with a partner, client, vendor, or another party.
What to file You must submit a statement of dissolution and termination, and filing fees to the Iowa Secretary of State Business Services Division to formally dissolve your LLC. By filing these statements, you are formally terminating the LLC's status as a business entity registered directly with the state.
In most cases of dissolution, a company's remaining assets are distributed to its shareholders or members after they have paid off outstanding debts from the proceeds of liquidation. The business may be wound up by a court-appointed receiver or trustee until all issues involving claims against it have been resolved.
While there is no legal requirement that a corporation must dissolve if it's no longer doing business, there are good reasons to do so. A small business that remains incorporated, even if it is inactive, must continue to file state and federal income taxes, even if it did no business during the year and had no income.
Liquidation of Assets After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the company's non-cash assets. Note that only those assets your company owns can be liquidated. Thus, you can't liquidate assets that are used as collateral for loans.
Shareholders must authorize the liquidation and dissolution of the corporation by special resolution. If there is more than one class or group of shareholders, each class or group must pass a special resolution to authorize the dissolution even if these shareholders are not otherwise entitled to vote.
How do you dissolve an Iowa Corporation? To dissolve your Iowa corporation, file Articles of Dissolution with the Secretary of State (SOS). There is no SOS dissolution form. Draft your Articles of Dissolution and submit the document and filing fee to the Iowa Secretary of State, Business Services Division (SOS).