Corporate dissolution can be a touchy topic since dissolution is associated with a business going under, but there are lots of reasons for a business to shut down. For example, you wouldn’t want to keep paying fees and renewals for an LLC that was founded with a specific purpose, like building a housing tract, after that purpose is fulfilled. Nor would you expect an entrepreneur to balk at a particularly lucrative opportunity that would divert too much attention away from their original business. Whatever the reason, there may come a day when your corporation or limited liability company has to file their Articles of Dissolution and close down for good. If that day does come, you may find yourself wondering what else you have to do to finalize the dissolution. To help prepare our readers for any possible future, we decided to use a Business Basics post to outline what, exactly, has to be done during dissolution.
Vote on Dissolution
Most states require that the managing members (in the case of an LLC), or the board of directors (in the case of a corporation) votes, and agrees, on dissolution. If the corporation is publicly traded, the shareholders will also have to vote and agree on dissolution. If you cannot secure that vote, you will probably not be able to dissolve the business. Now, lawsuits can be filed to force dissolution, but these suits are rarely in the best interest of the directors, executives, or managing members. So when you start the dissolution process, make sure you can secure enough votes to get past this first hurdle.
This week, our ABC’s for business focus on the kind of standing your company is in, specifically keeping it in good standing. Good standing is defined as the status of a firm which is current with the payment of statutory dues and filing or required periodical reports. Keeping your company within good standing is absolutely necessary to your business and a big responsibility for any entrepreneur to take on.
Sometimes some proof of said standing is necessary, which is where a little thing called a certificate of good standing, or tax compliance, comes into play. This certificate is issued by a state official as evidence that your corporation or LLC exists and is authorized to transact business within the state as well as to make sure that you are running your business by the rules and regulations required by the law. Continue reading →
It is an unfortunate part of the entrepreneurial world that some businesses end up closing their doors. This is a hard thing for business owners to do and comes after lots of hard work, sweat, and sometimes tears. Despite these difficulties, closing down a business is not as easy as closing the doors. If it is not done the right way, a business owner can be subject to fees and penalties associated with the ongoing existence of the business.
For a company to truly terminate its existence, it needs to file Articles of Dissolution with the state where it was formed. This notifies the Secretary of State that the corporation or LLC will no longer be in existence or functioning. The exact requirements for filing Articles of Dissolution vary depending on the jurisdiction, but it is important that they are filed. Continue reading →