Dissolving

Can you walk away from your company?

No. Most states have a specific procedure to dissolve or terminate a company. If you do not follow the procedures and do not pay the required fees, you will be personally liable for any penalties and costs that are associated with a delinquent company. Even if you have never started using your company, there may be fees associated with closing it down. If you don’t close it down correctly you will be responsible for any annual state fees associated with having a company. Once you have completed your set-up form and we file the state documents, you have a legal company and you have the responsibility to maintain it correctly until you terminate it.

Please record your decision to cancel your company in a resolution and place it in your minute book.

You should contact an accountant and ask them to prepare the final notice for the IRS.

Examples of some state’s procedures
Note that almost all states require you to provide a state number as well as the company name. This number is found on the state formation documents – “Articles of Organization / Formation / Incorporation / etc.

California LLC
To dissolve your California LLC, you can complete the dissolution form. Use the section 4/8 if you meet the requirements listed.

You will also need to follow the Franchise Tax Board procedures to complete the cancellation.

Delaware Corporation
If you wish to dissolve a corporation, several steps need to be completed in order to Cancel your Corporation with the state of Delaware. If your corporation meets the requirements, please use the Short Form Dissolution. Please complete and send to the address shown on the first page.

Delaware also allows you to pay the annual Franchise tax fee online.

Even though there has been no business activity / stocks issued / profits / etc., the Delaware company should be formally dissolved.

Delaware LLC
If you wish to cancel an LLC, several steps may be required. Please use the Cancellation form. Please complete and send to the address shown on the first page. Pay the annual Franchise tax fee online.

Ohio LLC
Please complete the Ohio form to dissolve your LLC.

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