Washington Clauses Relating to Termination and Liquidation of Venture
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FAQ
If you want to dissolve a Washington corporation, you must undertake a two-step process. You must first file with the Department of Revenue, which will confirm that you have paid all of your business taxes. Second, you must file with the Secretary of State, which will dissolve your Washington corporation.
When a company is dissolved (or closes), the assets must be liquidated (i.e., sold).
In a corporation, the remaining cash and assets are totaled and then divided by the number of shares owned by shareholders.
Shareholder Distribution The final step of dissolution involves distributing the company's remaining assets among the owners (a.k.a. shareholders). The assets may include the money kept in bank accounts or obtained from disposing of the company's non-cash assets.
14.050, which states that ?[a] dis- solved corporation continues its exist- ence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs[.]? This statute allows a Washington corpora- tion to be sued while it is ?winding up.? The Legislature also enacted RCW 23B.
When a company is dissolved, its directors are released from their duties and responsibilities related to that specific company. As long as the individual has not been disqualified from acting as a director or found guilty of unfit conduct, they are free to take up directorship positions in other companies.
When business file, creditors are notified that the company is dissolved so no other credit is extended. This also ends any further payroll tax obligations. Since dissolving a company is a government action, a company can close itself while there is still outstanding debt.