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.
We have talked a little bit about the different reports that the state requires corporations and limited liability companies to file, but what happens if you forget to send your annual report in? Or what if you find that you simply don’t have the money to pay for the franchise board tax, or the filing fees associated with all of that regulatory paperwork ? Well, you may find your business placed in ‘bad standing,’ branded with a non-compliant mark and, if you don’t take any action to get back into good standing, your business could be involuntary dissolved. Over the years we have talked to a few business owners who were forced through the dissolution process, and often one of the first questions they ask is ‘how do I reinstate my business after dissolution?’ Luckily it is usually a straight-forward process, though it can get a bit expensive.
Get all of your ducks in a row!
Welcome to our weekly Business Basics post! This week we decided to explore a service that nearly every Corporation and LLC uses – registered agents. If you are thinking about forming an LLC or incorporating your business, you will need to find a registered agent. But what exactly do they do again?
What is a registered agent?
Maintaining a corporation is not ultra complicated, it’s just that it’s hard to know what to do, and when.
Did you know that after registering a business with the state that several filings may be required on an annual basis? Without those filings an entity may be dissolved. MyCorporation can help prevent this from happening and guard your corporate status with My IncGuard™.
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