South Dakota Dissolution Package to Dissolve Corporation
Overview of this form
The South Dakota Dissolution Package to Dissolve Corporation is a comprehensive set of legal forms designed to facilitate the voluntary dissolution of a corporation in South Dakota. This package provides step-by-step instructions, necessary transmittal letters, and relevant information to ensure the dissolution process is completed accurately. Unlike dissolution forms for other business entities or involuntary dissolution, this package specifically addresses the process for voluntary dissolution by shareholders and directors of a corporation.
Key parts of this document
- Articles of Dissolution: Required to formally dissolve the corporation.
- Resolution of Directors: Needed for the Board's approval of dissolution.
- Notice of Special Meeting: Required to inform shareholders about the dissolution proposal.
- Claims Notification: Forms to notify any known claimants regarding the dissolution.
- Rejection Notice for Claims: To formally communicate any claim rejections.
Common use cases
This dissolution package should be used when the corporation has issued shares or commenced business and the Board of Directors has decided to voluntarily dissolve the corporation. It is also appropriate if no shares have been issued and the corporation has not begun business. Situations might include a strategic business decision to cease operations, changes in market conditions, or when the shareholders agree to wind up the corporate affairs.
Who can use this document
- Corporation owners and shareholders seeking to dissolve their corporation in South Dakota.
- Members of the Board of Directors who need to formalize the dissolution process.
- Individuals involved in corporate decision-making or legal compliance roles.
How to prepare this document
- Determine if your corporation has commenced business or issued shares; select the appropriate form accordingly.
- For corporations that have issued shares, prepare Form A (Resolution of Directors) to memorialize the decision to dissolve.
- Call a shareholder meeting and distribute Form B (Notice of Special Meeting) to all shareholders to vote on the dissolution proposal.
- After shareholder approval, complete the Articles of Dissolution and submit to the Secretary of State along with the required filing fee.
- Notify any known claimants of the dissolution using the Claims Notification form and handle any claims as specified in the package.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes to avoid
- Failing to obtain proper approvals from the Board of Directors and shareholders.
- Not notifying all shareholders about the meeting regarding dissolution.
- Omitting necessary information from the Articles of Dissolution.
- Not adhering to the timeline required for notifying claimants.
Advantages of online completion
- Convenience: Access and complete the forms from anywhere at any time.
- Editability: Make changes easily before finalizing and filing.
- Step-by-step guidance: Follow clear instructions for each step involved in the dissolution process.
- Access to legal expertise: Forms drafted by licensed attorneys to ensure compliance with state laws.
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FAQ
Dissolving the CorporationCalifornia's General Corporation Law (GCL) provides for voluntary dissolution if shareholders holding shares with at least 50 percent of the voting power vote for dissolution.
An inactive business is a business that still exists but has no activity, which means no business transactions during a specific year.Even if the business has no income, it may still be considered active for tax purposes. There are many reasons a business may become inactive.
Step 1: Corporation or LLC action. Step 2: Filing the Certificate of Dissolution with the state. Step 3: Filing federal, state, and local tax forms. Step 4: Notifying creditors your business is ending. Step 5: Settling creditors' claims.
In most states, to keep a corporation active, the owners must file annual reports and income tax returns. They may have to pay annual fees as well. Failure to do these things can render the corporation inactive. A corporation may also voluntarily become inactive by ceasing to do business.
Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.
There is no fee to file the certificate of dissolution. However, there is a non-refundable $15 special handling fee for processing documents delivered in person at the Sacramento SOS office. It can take the SOS many weeks to process a certificate. However, expedited service is available for an additional fee.
Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.
Just as you filed paperwork with the state to form your LLC, you must file articles of dissolution or a similar document to dissolve the LLC. These papers are filed with the same state agency that handed your original LLC formationusually the secretary of state.