Massachusetts Plan of Liquidation and Dissolution of a Corporation

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Multi-State
Control #:
US-0076BG
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Word; 
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Description

Dissolution is the act of bringing to an end. It is the act of rendering a legal proceeding null, or changing its character. Under corporate law, it is the last stage of liquidation. Dissolution is the process by which a company is brought to an end.



Liquidation is the selling of the assets of a business, paying bills and dividing the remainder among shareholders, partners or other investors. A business need not be insolvent to liquidate. Upon liquidation of certain business, such as a bank, a bond may be required to be posted to assure the proper distribution of assets to creditors.

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FAQ

Business entities doing or transacting business in California or registered with the California Secretary of State (SOS ) can dissolve, surrender, or cancel when they cease operations in California and need to terminate their legal existence here.

Dissolution. The first step to closing up shop is receiving shareholder approval to formally close the corporation. The board of directors should adopt a resolution to dissolve the corporation and receive approval for the action.

You must file Form 966, Corporate Dissolution or Liquidation, if you adopt a resolution or plan to dissolve the corporation or liquidate any of its stock. You must also file your corporation's final income tax return.

As per the Partnership Act 1932, a partnership firm may be dissolved in the following manners: 1) Dissolution by Agreement. ... 2) Compulsory Dissolution. ... 3) Dissolution on the happening of Certain Contingencies. ... 4) Dissolution by Notice. ... 5) Dissolution by Court.

The first is voluntary dissolution, which is an elective decision to dissolve the entity. A second is involuntary dissolution, which occurs upon the happening of statute-specific events such as a failure to pay taxes. Last, a corporation may be dissolved judicially, either by shareholder or creditor lawsuit.

The process of dissolving a company is done by the company's directors by submitting a DS01 form and paying the relevant fee. A notice is then placed in the Gazette stating the company's intention to strike itself from the register. If no objections are received, the company will be dissolved.

Corporations must complete a Form 966, Corporate Dissolution or Liquidation, and file it with the final corporate return. Partnerships must file the final Form 1065 and Schedule K-1s. Sole proprietors stop filing the Schedule C with the individual income tax return.

Steps to dissolve, surrender, or cancel a California business entity File all delinquent tax returns and pay all tax balances, including any penalties, fees, and interest. File the final/current year tax return. ... Cease doing or transacting business in California after the final taxable year.

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Massachusetts Plan of Liquidation and Dissolution of a Corporation