What are articles of dissolution?

Articles of dissolution, sometimes called a “certificate of dissolution” or a “certificate of termination,” is the document an LLC or corporation files to permanently and officially end its business. By terminating your business, you can no longer continue to make sales or conduct operations. This also means you no longer have to pay taxes or government fees going forward.

What happens if I do not file articles of dissolution?

Failure to file articles of dissolution and any other appropriate documentation may result in taxes, penalties, and other fees for every day the company is deemed to be in existence. This applies even if you have stopped doing business. Thus, it is important to file articles of dissolution when you end your business or the state will continue to expect your business to meet its legal obligations, such as having licenses, filing reports, and paying business taxes.

Can I file the articles of dissolution if my company is not in good standing or owes taxes?

Depending on your state of formation, the state will, in most cases, require the company to return to good standing by paying back taxes before they allow the company to be dissolved.

What happens when a corporation or LLC stops doing business?

In most states, corporations or LLCs must pay taxes and file a final tax return. The corporation or LLC must also file articles of dissolution with their state of incorporation.

How do I dissolve a corporation or LLC?

Dissolving a corporation or LLC requires a legal filing. The "articles of association" or "certificate of termination" is the document that must be filed with the state where the corporation or LLC is formed.

Articles of Dissolution

To permanently close your business, you are required to file articles of dissolution with the state to officially dissolve the company.

You are required to file the articles of dissolution even if your business is no longer in operation. If you have formed a company, it is critical to inform your state to avoid further taxes, fees, and penalties.

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Why do I need to file articles of dissolution?

To avoid future state and federal taxes
To protect yourself from future liability
To put creditors on notice
It is legally required

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End Your Legal Liability

Until a company has been formally dissolved, its owners will continue to be held legally responsible for its obligations. Terminating the company will protect the owners from incurring additional liabilities.

Avoid Fees

Companies must continue paying all mandatory state and federal fees until they have been officially dissolved.

Save Time

Let our knowledgeable staff help you complete your articles of dissolution, saving you from having to research the requirements yourself and communicate with the state.

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Answer our short questionnaire and let us take it from there. We will keep you posted regarding the status of your application and let you know when your dissolution has been approved.

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How to permanently close your company

Vote to Dissolve Your Business

Schedule a meeting with the business owners, partners or Board of Directors and take a formal vote on closing the business. This vote needs to be officially recorded.

File Your Last Tax Return

Pay any outstanding taxes and check the “final return” box when you file your corporate tax return. This lets the IRS know that you will not be filing future returns because your business is closing. If your business is an LLC taxed as a partnership, you also need to report shareholder allocations (and losses) for partners on Schedule K-1.

Cancel Business Permits and Licenses

If you applied for any business permits or licenses, contact each government office or agency where you applied and let them know your business is no longer operating.

Prepare Articles of Dissolution

Articles of dissolution are required by the state agency responsible for business filings in your state. We prepare your articles of dissolution based on your specific state requirements.

File Articles of Dissolution

To close your business, we file the articles of dissolution with your state business filing agency. This document lets your state know that you are no longer operating as a company.