Dissolving a corporation is more complex than forming one. But like all things corporate, it's as easy as knowing and following the correct procedure. Show
 Just as you would file Articles of Incorporation to start your corporate entity and to bring it into existence, you must also file Articles of Dissolution (also known as a Certificate of Dissolution) to notify the state that you are terminating or dissolving the corporation. Some simple steps on how to dissolve a corporation are outlined below. How to Close a CorporationClosing a corporation and winding up business operations is known as "dissolution," and the process requires several steps. Often, the aid of a lawyer or the assistance of a tax professional is helpful.
Do not presume that the corporation is ended upon your halting of business operations. Legally speaking, the corporation continues to exist as a business entity regardless of whether or not you continue to conduct business operations. Keep in mind, the State continues to expect the corporation to fulfill and to comply with all legal requirements until the time that the corporation has been dissolved formally. Steps to Dissolving a Corporation or Obtaining a Corporate DissolutionDissolving a corporation successfully takes several key steps. Such requirements may vary across the fifty states. Generally, it is recommended that business owners get legal assistance to file the necessary documents with the proper state agencies. 1. Call a Board MeetingOnce you have decided to close the operations of a corporation, it is recommended that you hold a Board of Director's meeting to formally move to dissolve the corporation. A vote must be taken and the minutes of the meeting must be recorded and retained in the records of the corporation. Once the vote to dissolve has been approved by the Board of Directors, it must also be approved by a majority of the corporation shareholders (if there are shareholders). In certain states, a two-thirds vote is required to constitute a majority of shareholder approval. A majority of shareholders must approve of the intended dissolution and their vote represents their formal approval for dissolution. The precise number of shareholders required to be considered a majority differs in each state. The written agreement seeking dissolution and signed by all owners of the corporation must be completed before a request for dissolution will be approved by the Secretary of State. 2. File a Certificate of Dissolution With the Secretary of StateYou can contact the Office of the Secretary of State in the state in which your company is incorporated to obtain the necessary forms required to file an official Certificate of Dissolution with the government agency or you can file the paperwork online. Most states have an Incorporation Bureau or a similarly designated agency that regulates incorporation. It may be called a Corporation Commission or Corporation Agency. You may even find the Incorporation Bureau in your state listed online. 3. Notify the Internal Revenue Service (IRS)Once you sign and file the dissolution forms with the state agency, you should next notify the Internal Revenue Service (IRS) to inform the agency your intended company dissolution. It is important to pay all taxes due, both to the state and to the federal government in order to obtain a "consent to dissolution" or a "tax clearance." Generally, these forms are required by the Office of the Secretary of State to obtain formal dissolution of a corporation. On the state and local tax return documents, mark the box, "Final Return." 4. Close Accounts and Credit Lines, Cancel Licenses, Etc.Do not forget to close all bank accounts, credit lines, and service accounts held in your corporate or business name. You will want to terminate all licenses, permits, and/or permits for fictitious name too. Finally, be sure you notify all customers and vendors about your corporation’s dissolution. If you undertake each step properly, you will successfully close your corporation.
Filing InstructionsInstructions for Completing the Certificate of Dissolution Form All entries and signatures should be typewritten or printed in black ink on white paper. Avoid small or light type or outline or condensed fonts. Paragraph First - Name of Corporation
Signing the Certificate of Dissolution
Backer (last page)
Attach Consent of the New York State Department of Taxation and Finance
Additional information may be found on the New York State Department of Taxation and Finance’s website at www.tax.ny.gov. Consent of the New York City Commissioner of Finance
New York Department of State Filing Receipt
Fees$60 filing fee for Certificate of Dissolution. All fees must be paid by cash, check, money order, MasterCard, Visa or American Express.
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Additional Information
What are the ways a corporation can be dissolved voluntarily?Depending upon the circumstances or the corporate bylaws, voluntary dissolution can be initiated by shareholder action, by action initiated by the board of directors, or where no directors are in place by the incorporators. Generally, the decision to dissolve a corporation rests with the corporation's shareholders.
What does voluntarily dissolved mean?Voluntary dissolution means the shareholders or owners have voted and decided to close the business. To complete a voluntary dissolution, the company will wind up operations, liquidate assets, pay creditors and taxes, and distribute any remaining assets to owners.
Which of the following is the first step in the voluntary termination process of a corporation?Dissolution is the first step in the termination process is to dissolve the LLC.
When a corporation is dissolved voluntarily The corporation must notify its creditors of the dissolution?Under Sections 14.06 and 14.07 of the Revised Model Business Corporation Act, a dissolved corporation must provide written notice of the dissolution to its creditors. The notice must state a deadline, which must be at least 120 days after the notice, for receipt of creditors' claims.
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Which of the following must take place for a corporation to be voluntarily dissolved
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