Articles of Dissolution Forms & Filing Notice Checklist

When it’s time to dissolve a business entity, there is more to the process than all partners shaking hands and going their separate ways. Closing a business requires almost as much paperwork as opening one. Each state has its own set of laws and forms you need to complete. This lets the Secretary of State know you are no longer operating.

Which types of forms you need depends on the nature of your business. Sole proprietors only need to file a final tax return and cancel their trade name or DBA if they have one. The process is more complicated for larger businesses. It’s a good idea for larger companies to consult a business attorney when they decide it’s time to close their doors.

Corporate Dissolution

A “corporate dissolution” is anything other than a sole proprietorship. If your business is a limited liability company (LLC) or a corporation, you filed Articles of Incorporation or Articles of Organization with the state. To undo that, you need to file Articles of Dissolution with the same agency. Once you’ve finished all the steps of the dissolution, the Secretary of State sends you a certificate of cancellation, officially ending your business.

Notice of Intent To Dissolve

Some states require businesses to notify their creditors when the business closes down. It’s a good idea to inform your vendors, customers, and shareholders of the impending dissolution. A formal Notice of Intent to Dissolve lets everyone know the business is closing, when it will shut down, and who is handling the liquidation and payment of outstanding debt.

The Notice of Intent to Dissolve can also be sent to employees if you want to let them know your intentions before they hear it through the media.

Income Taxes and the IRS

The Internal Revenue Service has a number of tax forms you must file with the final return for your business. Filing requirements differ depending on the business type and whether the closure was due to bankruptcy or dissolution. Small business owners can visit the IRS website or talk to a tax attorney before filing their last returns. You’ll also need to cancel your employer identification number (EIN) after you file your final return.

Business Licenses and Permits

State laws vary on who must cancel any business licenses or operating permits you have received. You should start canceling them as soon as you know your business will close. It can take 30-60 business days to terminate permits.

State Forms

This list gives links to each state’s forms for dissolving a business or to the state’s Secretary of State website for instructions and fees for terminating a business in that state.

Special Cases and FAQ

Not all dissolutions fit neatly into the guidelines. Below are a few frequently asked questions about winding up a business.

What is the Difference Between Dissolution and Bankruptcy?

A frequently asked question is the difference between dissolving a business and declaring bankruptcy. The difference concerns whether the company continues doing business during the process.

Bankruptcy is a legal process that can reorganize a business’s debts, such as under Chapter 11, or liquidate assets to pay creditors, such as under Chapter 7. Depending on the type of bankruptcy, the goal may be to reorganize and continue operating, such as Chapter 11, or to liquidate and close the business, such as Chapter 7. A business may go through bankruptcy and emerge as a revitalized company.

Dissolution ends the business as a working entity. After dissolution, the business generally may not continue carrying on its regular business, but it can take actions appropriate to winding up, such as finishing existing work, collecting receivables, and disposing of assets. All it can do is liquidate company assets and pay off existing debts. When the state issues the certificate of dissolution, the business ceases to exist.

A dissolution may be the result of bankruptcy. In some cases, creditors can file an involuntary bankruptcy petition, but specific statutory requirements apply, and an involuntary case does not always result in liquidation. The company, not its shareholders, files for bankruptcy, and a corporate bankruptcy generally does not eliminate an owner’s personal liability for separate obligations, such as personal guarantees.

LLCs and LLPs

A limited liability company (LLC) may have only one person. A limited liability partnership (LLP) must have at least two. Both provide the owners with limited liability protection. That is, the business assets are separate from the owners.

When dissolving an LLC or LLP, you must complete different forms with the state. Be sure you’ve got the right ones before sending them in. The IRS and state tax agencies also have separate forms for each type of business entity. Check with your attorney or accountant before filing.

Loose Ends

Don’t forget to send a Notice of Intent to Dissolve or a notice of dissolution to all the other companies you do business with. Cancel your business credit cards and close the company bank accounts. Terminate all leases with the company name. Be sure all service providers and utilities receive copies of your business cancellation. You want to be sure your business closes in good standing with all other agencies so you can reopen a new business without difficulty.

Get Legal Help Filing Your Articles of Dissolution

Closing a business is more complex than it sounds. It can require legal filings, tax forms, creditor notices, and asset liquidation. If you have any questions about giving notice and filing your articles of dissolution, you should contact a local business organizations lawyer. They can answer your questions and guide you through closing your business.