{"id":4646,"date":"2016-04-04T10:47:37","date_gmt":"2016-04-04T15:47:37","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-law\/smallbusiness\/closing-a-business\/dissolution-and-winding-up-checklist.html"},"modified":"2026-07-01T00:50:00","modified_gmt":"2026-07-01T05:50:00","slug":"dissolution-and-winding-up-checklist","status":"publish","type":"page","link":"https:\/\/www.findlaw.com\/smallbusiness\/closing-a-business\/dissolution-and-winding-up-checklist.html","title":{"rendered":"How to Dissolve and Wind Up a Business: Step-by-Step Checklist"},"content":{"rendered":"\n
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How to Dissolve and Wind Up a Business: Step-by-Step Checklist<\/h1>\n\n
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\n By Susan Buckner, J.D.<\/a> | Legally reviewed by Catherine Hodder, Esq.<\/a>\n | Last updated\n
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Editorial Note: We earn a commission from affiliate partner links on FindLaw. Commissions do not affect the editorial integrity of our legal content.<\/p>\n\n <\/div>\n \n

\n \n <\/i>\n Legally Reviewed\n <\/summary>\n\n
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This article has been written and reviewed for legal accuracy, clarity, and style by FindLaw\u2019s team of legal writers and attorneys<\/a> and in accordance with our editorial standards<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n\n

\n \n <\/i>\n Fact-Checked\n <\/summary>\n\n
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The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors<\/a>. We make every effort to keep our articles updated. For information regarding a specific legal issue affecting you, please contact an attorney in your area<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n<\/section>\n\n\n

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Key Takeaways<\/h2>\n

Closing a business is the process of legally and financially dissolving a company to officially wind up its operations. Owners must vote to dissolve, file articles of dissolution with the state, and cancel all licenses and permits. They must also notify the IRS, pay outstanding taxes, settle debts with creditors, and distribute remaining assets. Finally, employers must issue final paychecks, close company bank accounts, and preserve financial records for at least seven years.<\/p>\n\n <\/div>\n <\/div>\n<\/div>\n\n\n

Closing\u200b\u200b\u200b\u200b\u200b\u200b\u200b\u200b\u00a0a business can also be referred to as “winding up.” More goes into shutting down a business than locking the doors and putting the \u201cout of business\u201d sign in the window. When a\u00a0business closes<\/span><\/a>, business owners<\/span> must take a series of legal steps to ensure they meet all state laws<\/span> and pay everyone.<\/p>\n

The Small Business<\/span> Administration (SBA<\/span>) has guidance and checklists for closing a business. Small <\/span>business<\/span> owners<\/span> can contact the SBA<\/span> with any questions they have when winding up their business affairs.<\/p>\n

This checklist contains the steps most businesses will follow when they close up shop. Depending on your business structure, you may not need all these steps. Sole proprietors<\/span> do not need to file a certificate of dissolution<\/span>. Large corporations need approval from the board of directors<\/span> to dissolve.<\/p>\n