When your business has come to the end of its active life, you need to close off its operations legally. The Houston Chronicle tells us that the term for this process is known as “Dissolving”. Dissolving a company is a simple process for a sole proprietorship. However, as a business’s structure gets more complicated, it takes some more effort to ensure that a business stops existing as a legal entity. When dissolving your company, there are the legal steps you need to take:
- LLC/Corporation Action
The board of directors would draft and then approve the resolution to dissolve the corporation. When the resolution is tabled, the shareholders will vote on it. The results of the voting should be entered into the corporate record book. WHile not strictly necessary, documenting the overall decision and the attitude of members to the dissolution is recommended.
- Filing the Paperwork
Once the resolution for dissolution has passed, the company must file the documents to dissolve the company in the state where the business was initially incorporated. If the company operates across state borders, then each jurisdiction that the company is present in must also be advised of its dissolution. The requirements for the articles of dissolution vary from state to state. In some cases, a state legislature will require the business to settle claims and notify creditors before it files for dissolution.
In other cases, these steps can come after the dissolution filing has already been submitted. Some states need the company to have tax clearance before they can file for dissolution. If the company owes taxes to the state, these must first be dealt with before it can file for dissolution.
It is of course preferable to sell the business instead of dissolving it, as this benefits all of the owners by providing some profit according to business broker and advisers at ExitAdviser. Having the proper documents needed for selling a business are just as crucial as if you were to dissolve it.
- Formalizing Business Closure at the Federal level
Even though the business is no longer in operation, its tax obligations don’t immediately stop. You need to formalize the closing with the IRS and with taxation officials at the state level. The IRS itself has provided a checklist for closing a business that allows you to check off each action as you complete it. Payroll reporting obligations will apply if you have workers that are registered under the company.
Most IRS forms will come with a checkbox that you can utilize if this is your last year in operation. You’re also required to make a note of the property you dispose of (and who it went to) as well as any like-kind exchanges that you’re undertaking on behalf of the business.
Another point to remember is that your EIN remains valid, even though the business is shut down. The IRS does not recycle EIN numbers, and once you get one, that number remains associated with your business, even if that business is no longer in operation. Even if you stop using the EIN for tax filings, and no revenue is received from the business that the EIN is registered to, the IRS will never reassign the EIN to another company. Each newly filed company gets an EIN of their very own, and the number is a permanent record of their tax payments. If the business reincorporates at a later date, the EIN may be reused for tax payments.
- Notify Creditors of Closure
In all states, you are required to inform your creditors by mail about the business’s closure. The letter you send should state that the company intends to dissolve, a mailing address to send their claims to, all information included in a request, and the deadline for submitting the claim. Furthermore, the letter should state that claims not received by the deadline (usually 120 days after closure) will not be entertained. Some states require businesses that are closing to declare their intention to close in the local paper.
There are situations where your state may allow claims from creditors that your business isn’t aware of at the time of closure. In these cases, you may be required to place an advertisement in the local paper to let everyone know about the closure of the business. If you’re unsure about if your state allows for this situation, consult a local lawyer for insight into whether you need to advertise the closure.
- Settling Claims from Creditors
When the business has ceased operations, creditors may make claims on the business’s assets. Based on the level of debt that the company has to the creditor, he or she may be entitled to some of the business’s holdings’ best corporate meeting spaces. If you have to reject creditor claims, you must write to the creditor and outline why you had to reject their requests.
You don’t need to accept all of a creditor’s claims either. If a creditor has a claim, he or she may decide to settle for less of the claim, or a transfer of assets in lieu of any monetary payments owed to him or her. In most cases, a business can discuss the situation with the creditor and work out a settlement. In many cases, the settlement is likely to be in favor of the business.
- Distribution of Assets
When all of the creditors’ claims are settled, the business can distribute assets to company owners based on the share of their ownership. If a particular owner holds 80% of the company’s stock, for example, he or she is entitled to 80% of the assets left over after the dissolution of the company and payments to creditors have been settled.
All of a business’s asset distribution must be reported to the IRS as we noted above. If your business has multiple classes of stock, then the company bylaws will usually help determine how the remaining assets are to be distributed to the shareholders.
Closing Up Shop
Sometimes, you need to shut down your business for any number of reasons. It happens to some owners from time to time. Protecting your personal assets from creditors is a crucial part of being a smart business owner. Don’t be discouraged. With time, you may chance upon a new idea that will be even better than the unsustainable one.