How do I know if my company is up to date with state obligations?

Each state lets you check the active or delinquent status of your company. We pull the file directly and confirm whether annual reports and state taxes have been filed correctly before we begin the dissolution.

In which cases can I not dissolve my company?

If the company has unpaid state taxes, unfiled annual reports, or an active lawsuit, the state will not accept the Articles of Dissolution until those items are resolved. We address them first, then file.

What is the difference between voluntary and administrative dissolution?

Voluntary dissolution is the founders' decision to close the company. Administrative dissolution is the state's decision, usually triggered by missed obligations. Voluntary is clean and final; administrative carries penalties and a tarnished record. We only handle voluntary dissolutions.

Can a dissolved company be reactivated?

A voluntarily dissolved company cannot be reactivated under the same name in most states. If you want to operate again, a new entity is the path. An administratively dissolved company can sometimes be reinstated; that is a different service.

Do I still need to file federal taxes after dissolving?

Yes. The final federal tax return must be filed for the year of dissolution, marked as the final return. We coordinate with the IRS to close the EIN once everything is settled.

How long does the full process take?

From start to filed Articles of Dissolution, the typical timeline is 4 to 8 weeks, depending on the state and on whether outstanding obligations need to be cleared first.

Dissolutions

There are thousands of reasons a company arrives at dissolution. The partners decide to part ways. The market closed. A founder's life moved. A holding entity was no longer needed. None of those reasons is failure. The failure is only when the closure is mishandled and the company drags behind the founder for years afterward.

Once a company is dissolved, no operations can be carried out under its name. Every contract in its name needs to be wound down or transferred. Every account closed. Every tax filing brought current. The state files the Articles of Dissolution, and the entity ends.

Below is the framework we walk every founder through. The act of closing is not complicated, but each step has to happen in the right order.

The two kinds of dissolution.

Voluntary dissolution is the founders' choice. The members vote to close the company, the resolution is recorded, the Articles of Dissolution are filed with the state, and the entity ends cleanly. The founders' record stays clean too.

Administrative dissolution is the state's choice. It happens when a company misses annual reports, fails to pay state taxes, or operates without a registered agent. The state strikes the entity off the register, but it does so with a black mark: penalties accumulate, future entities by the same founder face friction, and reactivation requires bringing every missed obligation current.

We only file voluntary dissolutions. If your company has been administratively dissolved, the path back is reinstatement, which is a separate service.

The order things have to happen.

How a company ends matters as much as how it began. The state remembers, and so do future creditors and partners.

State dissolution rules vary in detail, but the order of operations is the same in every state. Skipping a step does not save time; it just means redoing the step later.

01Members vote to dissolve and the resolution is recorded.
02All federal and state taxes are filed and paid through the date of dissolution.
03Outstanding annual reports are brought current.
04Creditors and contracts are notified, accounts settled or transferred.
05Articles of Dissolution are filed with the Secretary of State.
06Final federal tax return is filed, marked as the final return.
07The EIN is closed with the IRS.

The state issues the certificate of dissolution. The IRS confirms the EIN is closed. The company is over.

What happens to the assets.

Before the Articles of Dissolution are filed, every remaining company asset has to be either liquidated or distributed. Inventory is sold or written off. Bank accounts are closed. Property is transferred or sold. Receivables are collected. Payables are paid.

Whatever cash remains after liabilities are settled is distributed to the members in proportion to their ownership, unless the operating agreement specifies otherwise. The distribution is reported on the final tax return.

A closed leather folder on a desk, the moment after the final document has been signed.

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Weeks from start to filed Articles of Dissolution

Federal closure.

State dissolution closes the entity at the state level, but the federal government keeps a record until the EIN is formally closed. The final federal tax return for the year of dissolution must be filed and marked as the final return. After that, we file the EIN closure with the IRS.

Without the federal closure, the EIN stays open in the IRS database, and the company can technically be reopened by anyone with access to the EIN. Closing it is the last step, and it matters.

Ships on a calm sea at first light. — We file in every state for clients running their business from somewhere outside it.

Why closing a company carries a fee.

Founders are often surprised that dissolution carries a fee at all. The reasoning is straightforward: closure is the more delicate act. Formation follows a clear template; closure requires reading the company's particular situation, settling its particular obligations, and observing the state and federal sequence precisely.

Attempted alone, the common misstep is filing the Articles of Dissolution before settling outstanding state obligations. The state rejects the filing, the penalty falls to the founder, and the closure must be done again. In our hands, the company closes once, in the right order, and the matter never returns to the founder's desk.

Dissolution.