Meeting With a Lawyer: Closing a Business
By Susan Buckner, J.D. | Legally reviewed by Aviana Cooper, Esq. | Last reviewed May 23, 2024
Editorial Note: We earn a commission from affiliate partner links on FindLaw. Commissions do not affect the editorial integrity of our legal content.
This article has been written and reviewed for legal accuracy, clarity, and style by FindLaw’s team of legal writers and attorneys and in accordance with our editorial standards.
The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors. 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.
Also available in PDF | MS Word
All business closings need help. Partnerships, limited liability companies, and corporations must file articles of dissolution. They must notify the Secretary of State that they are closing down.
When it's time to close up shop, consider having an attorney help you through the process. Even sole proprietors may want legal advice as they prepare their final documents. Some things a business owner must do during the business closure include:
- Notifying the IRS
- Paying final income and payroll taxes and canceling your employer identification number (EIN)
- Paying all business debts
- Terminating all outstanding contracts with service providers and settling other financial obligations
- Paying final paychecks according to state laws
- Disposing of remaining assets and business property
Many of these duties depend on one another. Depending on your business structure, you may need to consult your board of directors or corporate officers during each step. State laws may dictate when to notify employees of an impending business closure. It's always best to have a knowledgeable business attorney tell you when and how to make each step.
Your attorney will need your cooperation and careful recordkeeping. Any business entity, even a sole proprietorship, should have some documents at hand. The Small Business Administration (SBA) helps small business owners who are closing their businesses.
At your first meeting with your attorney, you should have the following information:
Business Name _________________________________________________________ Business License ___________________________________________________________ Other DBAs ________________________________________________________ ________________________________________________________________________________ Business Address_________________________________________________________ ________________________________________________________________________ Business Telephone Number_________________________________________________ Business Fax_____________________________________________________________ Business E-Mail Address___________________________________________________ Person to be Contacted_____________________________________________________ Telephone Number of Contact Person_________________________________________ Business Email of Contact Person_____________________________________________ Employer Identification Number_____________________________________________ Date of Incorporation (or the date that the state gave you permission to conduct business) ________________________________________________________________________ When and where you filed your articles of incorporation, registered your partnership, limited liability articles of organization, etc. ________________________________________________________________________ When and where you filed each certificate of trade name, fictitious name, and assumed name ________________________________________________________________________ When and where you obtained a sales tax permit ________________________________________________________________________ When and where you obtained any licenses to conduct your business ________________________________________________________________________ When and where you filed your last tax return ________________________________________________________________________ Full names and addresses of all corporate officers, general partners, members, or any person who is likely to appear on documents filed with the state or taxing authorities. Attach list If you have already voted to dissolve: The date dissolution was approved_________________________________________ The number of votes cast on the proposal to dissolve__________________________ The total numbers of votes cast for and against_______________________________ List any dissolution preparations that have already been made, e.g., tax forms filed, plans for liquidation ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ If the law firm will be notifying creditors of your dissolution, list the names and addresses of your creditors Attach list If the law firm will be collecting your assets, list all business assets Attach list The name of your commercial insurance carrier_________________________________ Commercial insurance carrier agent's telephone number___________________________ The name and telephone number of the accountant who will be handling the liquidation or tax issues ___________________________________________________ Other business documents you should provide: Business bank accounts Business credit cards Lease agreements Operating agreements, bylaws, annual reports (for corporations) |
Liquidation vs. Dissolution
If your business is undergoing a liquidation or reorganization, you should already have an attorney. In a liquidation, a liquidator is appointed to sell all business assets and pay off any outstanding debts. Your attorney will work with the liquidator and your lenders and creditors to attempt to keep your business from being dissolved. The store may be closed at the end of a liquidation, but the business can still operate.
Find the Right Attorney To Help You Close Your Business
Closing your business is not as simple as flipping the switch and walking away. You need to ensure you've done it efficiently and legally. Even an honest mistake can result in liability long after the business has closed down. Find a business and commercial law attorney licensed in your state today.
FindLaw will earn a commission if you purchase business formation products through these affiliate links.
Meet FindLaw's trusted partner LegalZoom, an industry leader in online business formations
Kickstart your LLC in minutes!
Join the millions who launched their businesses with LegalZoom.
LLC plans start at $0 + state fees.
Prefer to work with a lawyer?
Stay up-to-date with how the law affects your life
Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.