Form with which a corporation may resolve to alter its organization structure from a subchapter (s) corporation to another corporate form.
Minnesota Terminate S Corporation Status - Resolution Form - Corporate Resolutions
State:
Multi-State
Control #:
US-0054-CR
Format:
Word;
Rich Text
Instant download
Description
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FAQ
6 Steps to Dissolve a Corporation#1 Seek Approval from the Board of Directors and Shareholders. First, hold a meeting with the board of directors.#2 File Articles of Dissolution.#3 Finalize Taxes.#4 Notify Creditors.#5 Liquidate and Distribute Assets.#6 Wrap Up Operations.
To dissolve your Minnesota corporation after it has issued shares, you must first file the Intent to Dissolve form with the Minnesota Secretary of State (SOS). Then the corporation will file the Articles of Dissolution Chapter 302A. 7291 or 302A. 727.
Dealing with Creditors After the resolution to dissolve your S corporation has been approved, you must cease all business operations. The exception is creditor notification of the upcoming distribution. You must also pay your creditors, then distribute assets that remain to shareholders if applicable.
To file in person or by mail, submit the Amendment of Articles of Incorporation to the Minnesota SOS. The form you need to amend your articles of incorporation is in your online account when you sign up for registered agent service with Northwest. Keep the original copy and submit a legible photocopy to the SOS.
To revoke a Subchapter S election/small business election that was made on Form 2553, submit a statement of revocation to the service center where you file your annual return. The statement should state: The corporation revokes the election made under Section 1362(a)
For an S corporation you must:File Form 1120-S, U.S. Income Tax Return for an S Corporation for the year you close the business.Report capital gains and losses on Schedule D (Form 1120-S).Check the "final return" box on Schedule K-1, Shareholder's Share of Income, Deductions, Credits, Etc.14-Mar-2022
How do I close a business? To close your business and all of your tax accounts through e-Services, you must be an e-Services Master for the business. You can also email business.registration@state.mn.us, or call 651-282-5225 or 1-800-657-3605 (toll-free).
After the resolution to dissolve your S corporation has been approved, you must cease all business operations. The exception is creditor notification of the upcoming distribution. You must also pay your creditors, then distribute assets that remain to shareholders if applicable. This is known as the winding-up process.
The first step in dissolving a corporation usually involves having your board of directors and shareholders vote to approve the dissolution. Under most state rules, you start by holding a meeting of the board of directors to vote on a resolution to approve the dissolution of the corporation.
To obtain a certificate of dissolution, fill and submit online your articles of dissolution. To obtain a certificate of intent to dissolve, complete and sign Form 19 Statement of Intent to Dissolve (see Federal corporation forms) and submit it to Corporations Canada.
