FAQ's: Dissolution

What is dissolution?

Dissolution is the act of formally terminating the existence of a company.

Why might a business dissolve?

A company will formally dissolve if the business operations have ceased and the owners do not plan to continue operations in the future or if the company becomes unprofitable. A company can also be involuntary dissolved if it fails to file annual reports or tax returns, pay any associates fees or goes bankrupt. Most companies will want to formally dissolve in order to limit their personal liability for the company and avoid any continuing annual tax requirements.

Do I need an attorney to dissolve my company?

You are not required to obtain the assistance of an attorney in order to dissolve your company. Accumera will prepare your filing as required by laws of the jurisdiction where it is being dissolved and file all of the required paperwork for you. We do advise that you speak to the appropriate legal and accounting advisors to confirm that all business operations have ceased and that there are not outstanding legal issues for which the company should remain active.

What paperwork is required to file a dissolution?

When filing for dissolution a Certificate of Dissolution, Articles of Dissolution or Certificate of Cancellation must be filed within the domestic state where your company is registered. The information required in the dissolution document varies per state. When filing your dissolution we will request the mandatory information from you in order to complete the filing. Further, most states will require some form of state tax clearance, showing that all taxes have been paid and returns have been filed, in order to allow the filing of the dissolution. In addition, the company is required to be in good standing with the Secretary of State. This means that all mandatory annual reports and fees will be need to filed. View our State Specific Information page for details on what information is required for filing a dissolution in your state.

Is the dissolution process different for an LLC than a corporation?

The dissolution process is essentially the same for both LLC’s and Corporations. Each state has their own requirements for the formal dissolution of either entity type. View our State Specific Information page for details on filing a dissolution in your state.

If I registered my company to transact business in other states, do I need to dissolve in those states as well?

If you have foreign qualified your company into other states you are required to withdraw the filings of those authorities in order to complete the dissolution process. The process of filing a foreign withdrawal of authority is similar to filing the dissolution in your domestic state of formation. Most states will require that all tax and annual reports are current and tax clearance will need to be issued and filed with the Secretary of State in order to complete the process. Contact us to place an order or for more information on the process of withdrawing your foreign authority.