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Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

When a business decides to close its doors, it must file Articles of Dissolution with their state’s Secretary of State. These documents provide the legal framework needed to ensure liabilities and obligations are taken care of when a business ceases to exist in a legal sense, so that all assets will belong to the shareholders. Without filing these documents, the business can remain liable for any debts incurred during its existence.

To draft one’s own Articles of Dissolution can be an intimidating process. That is why the ��������Ƶ team provides access to millions of datapoints that teach users what a market-standard article looks like, as well as a free community template library where anyone can customize high-quality legal documents - without paying for costly lawyer fees. The ��������Ƶ team simply wants to help people get their dissolution paperwork done correctly and efficiently so they can move forward with their lives.

The document outlines details about the date and place of dissolution, names of shareholders, what assets are being distributed (and how), and other information about the business itself. It is essential that this paperwork is filed correctly and in a timely manner; otherwise, businesses risk remaining responsible for expenses even after they’ve been dissolved. An experienced lawyer may also be helpful in ensuring all necessary documents are filed properly and addressing legal advice throughout the process.

At ��������Ƶ we understand how important Articles of Dissolution are in safeguarding against future financial issues when closing down an enterprise - making sure no party remains liable unnecessarily - which is why we have created our open source legal templates library and community template library platform so everyone has access to high quality yet affordable dissolution paperwork solutions no matter their financial circumstances or educational background. By accessing our database today, you could have your own articles drafted within minutes with all your liability worries put at ease! Read on below for step-by-step guidance on how you too can use our template library today for free!

Definitions

Dissolution Process: The legal process of winding up the affairs of a business that has gone out of business or is no longer operating.
Articles of Dissolution: The legal document that officially dissolves the business.
Secrecy of State: The government agency responsible for filing the Articles of Dissolution.
Internal Revenue Service (IRS): The US government agency responsible for collecting taxes.
Creditors: People or businesses that are owed money by the business.
Notarized: Signing of a document to make it legally binding.
Tax Implications: Impact that taxes have on a business.
Filing Fees: Amount of money charged to process the Articles of Dissolution.
Tax Return: Document filed with the government to report income and expenses.
Notice of Dissolution: Announcement of the dissolution of the business in a local newspaper.
Disputes: Conflicts between parties.
Outstanding Debts: Money that is owed by the business.
Residual Funds: Money left over after all debts have been paid.
Property and Assets: Items owned by the business.
Contractors and Clients: People or businesses that have a contractual agreement with the business.
Leases: Legal agreement between a landlord and tenant for the use of property.
Shares: A portion of the ownership of a company.
Bank Accounts: Accounts used by businesses to store and manage money.
Credit Card Accounts: Accounts used by businesses to make payments.
Final Tax Returns: Tax returns filed when the business is no longer in operation.
Final Tax Payments: Payments made to the government when the business is no longer in operation.
Stock Transfer Agreement: Legal document used to transfer ownership of shares.
Business Licenses: Permits given by the government that allow a business to operate.
Employees: People hired by the business to perform work.

Contents

1. An Overview of the Dissolution Process
2. Understanding the Legal Requirements
3. Researching State Laws
4. Obtaining Professional Advice
5. Completing the Necessary Documentation
6. Preparing the Articles of Dissolution
7. Signing and Notarizing the Articles
8. Filing the Articles of Dissolution
9. Filing with the Secretary of State
10. Paying the Filing Fees
11. Notifying the Appropriate Government Agencies
12. IRS
13. State Tax Agencies
14. Local Tax Agencies
15. Finalizing the Dissolution
16. Publishing a Notice of Dissolution
17. Notifying Creditors
18. Resolving Disputes
19. Dealing with Financial Obligations
20. Paying Outstanding Debts
21. Distributing Residual Funds
22. Dealing with Property and Assets
23. Transferring Ownership
24. Selling Assets
25. Terminating Contracts and Leases
26. Notifying Contractors and Clients
27. Cancelling Leases
28. Transferring Business Interests
29. Transferring Ownership of Shares
30. Distributing Residual Equity
31. Closing Business Accounts
32. Closing Bank Accounts
33. Closing Credit Card Accounts
34. Tax Obligations
35. Filing Final Tax Returns
36. Making Final Tax Payments
37. Disbursing Funds to Creditors
38. Notifying Creditors
39. Distributing Funds
40. Finalizing the Dissolution Process
41. Releasing Employees
42. Cancelling Business Licenses

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An Overview of the Dissolution Process

• Understand what it means to dissolve a business, including the impact it will have on the company’s assets
• Research if dissolution is the appropriate choice for your company
• Gather any relevant information and documents related to your business
• Determine the type of dissolution you need to file (voluntary or involuntary)
• When you have a clear understanding of what dissolution means for your business, you can move on to the next step of understanding the legal requirements for dissolution.

Understanding the Legal Requirements

• Research the laws in your state governing the dissolution of a corporation
• Make sure you are able to meet all necessary requirements for dissolution in your state
• Understand the process of filing Articles of Dissolution with your state
• Understand the consequences of dissolution, such as the responsibility of winding up the corporation
• Be aware of any tax liabilities and other obligations you will be responsible for when dissolving the corporation
• Know when you can check off this step and move on to researching state laws, which includes checking for any additional requirements or documents you must file.

Researching State Laws

• Determine the state in which your business is registered and locate the applicable laws for filing an Articles of Dissolution
• Read the laws and regulations to ensure that you have a clear understanding of the process
• Check if there are any additional forms or documents that need to be filed along with the Articles of Dissolution
• Once you have a full understanding of the laws and regulations, you can move on to the next step of obtaining professional advice.

Obtaining Professional Advice

• Seek out a lawyer or accountant who specializes in business dissolution to provide you with advice and guidance on how to proceed in your state
• Ask for a review of your Articles of Dissolution to ensure it is in line with state laws
• Have the lawyer or accountant help you with any steps in the process you are unsure about
• You know when you can check this off your list and move on to the next step if you have obtained any necessary advice and guidance from a professional in the field.

Completing the Necessary Documentation

• Obtain the appropriate forms from the Secretary of State’s office or online
• Fill out all required information such as the name of the LLC, the date of dissolution, the members’ signatures, etc.
• Have all members sign the forms
• Make copies of the forms for each member
• Check to make sure all required forms and documents have been filled out correctly
• When you have finished filling out the necessary forms, you will have completed this step.

Preparing the Articles of Dissolution

• Research the specific requirements for filing Articles of Dissolution in your state
• Draft the Articles of Dissolution document, including the names of the corporation, the address of the registered agent, and the effective date of the dissolution
• Have the Articles of Dissolution document signed by all of the officers of the corporation
• You will know you have completed this step when you have a signed document ready to be signed and notarized.

Signing and Notarizing the Articles

• Gather all the necessary members or officers of the business to sign the Articles of Dissolution
• Have all the necessary signatures notarized
• Make sure the notary includes their signature, the date the document was notarized, and their official seal
• Make copies of the signed and notarized Articles of Dissolution for each member or officer
• Once the Articles of Dissolution have been signed and notarized, you can check this off your list and move on to the next step of filing the Articles.

Filing the Articles of Dissolution

• Obtain the filing fee from your Secretary of State’s office
• Submit the signed and notarized Articles of Dissolution to the Secretary of State
• Depending on your state, you may have to provide additional information, such as a copy of the operating agreement
• Make sure you keep a copy of the filed Articles of Dissolution for your records
• Once the Articles of Dissolution have been accepted by the Secretary of State, you will receive a certified copy of the dissolution
• You can then check off this step and move onto the next step of your guide.

Filing with the Secretary of State

• Gather the documents you’ll need to file with the Secretary of State (Articles of Dissolution, Certificate of Good Standing, and business filings).
• Visit the Secretary of State website for the state in which your business is incorporated to find out the filing requirements and fees.
• Fill out the required paperwork, making sure to include all the required information.
• Submit the paperwork to the Secretary of State office, either in person, by mail, or online.
• Pay the filing fees.
• Once the paperwork has been processed, you will receive a Certificate of Dissolution.
• You can check this off your list when you have received the Certificate of Dissolution.

Paying the Filing Fees

• Check the fees for filing the Articles of Dissolution with your Secretary of State.
• Determine whether you need to pay the fees online or in person.
• If you need to pay online, use the Secretary of State’s website to pay the filing fees.
• If you need to pay in person, bring a check or money order to your Secretary of State’s office.
• Once you have paid the filing fees, you will receive an email or letter confirming the payment.

How you’ll know when you can check this off your list and move on to the next step:

• When you have completed the payment for the filing fees and received confirmation from the Secretary of State, you can then proceed to the next step of notifying the appropriate government agencies.

Notifying the Appropriate Government Agencies

• Notify the relevant state and federal agencies of the dissolution. This might include the IRS, the Department of Commerce, the Secretary of State, and any other agencies that may be involved.
• Depending on your company’s state, you may be required to publish a notice in a local newspaper.
• Once you have notified all the relevant government agencies, you can move on to the next step.

IRS

• Obtain Form 966 from the IRS.
• Fill out Form 966, notifying the IRS that the corporation is closing.
• Sign and date the form as the president or other authorized officer.
• Mail the form to the IRS.
• Check your mailbox for the IRS confirmation letter after approximately 4-6 weeks.
• Once you have received the confirmation letter from the IRS, you have completed the IRS step of the dissolution process and can move to the next step of notifying state tax agencies.

State Tax Agencies

• Determine the state in which the company was incorporated.
• Check the website of the Secretary of State for the state in which the company was incorporated to determine the forms that must be filed to dissolve the company.
• Complete the Articles of Dissolution form for the state in which the company was incorporated.
• Obtain the necessary signatures for the Articles of Dissolution.
• File the Articles of Dissolution with the Secretary of State or other relevant state agency.
• Pay all applicable filing fees.
• Wait for confirmation of the acceptance of the Articles of Dissolution.

You will know you can check this off your list and move to the next step when you receive the confirmation of acceptance of the Articles of Dissolution from the state agency.

Local Tax Agencies

• Contact local tax authorities to inform them of the dissolution and ask if any additional paperwork is required.
• Request a clearance certificate from any local taxing authority as proof that all local taxes have been paid.
• Once you receive the clearance certificate, you can check this off your list and move on to the next step, Finalizing the Dissolution.

Finalizing the Dissolution

• Obtain a Certificate of Dissolution from the Secretary of State’s office
• File any final tax returns or other documents with the appropriate local tax agencies
• Distribute remaining assets to the shareholders
• Make sure all creditors are paid
• Make sure all corporate records are properly filed
• Send a copy of the Certificate of Dissolution to the Secretary of State’s office
• You will know you have finished this step when all creditors have been paid and all corporate records have been properly filed.

Publishing a Notice of Dissolution

• Research and determine which publications you must use to publish the notice of dissolution in your state, such as a newspaper or online publication
• Review your state’s requirements to make sure your notice meets all mandated criteria, such as who must sign the notice
• Draft the notice of dissolution, including the company name, date of dissolution, and other required information
• Pay to publish the notice of dissolution in the appropriate publication
• Keep a copy of the published notice for your records

Once you have completed the steps above, you will have successfully published the notice of dissolution and can move on to notifying creditors.

Notifying Creditors

• Contact all creditors to inform them of the dissolution, including any banks and service providers the business has done business with
• Send the notices via certified letter to ensure they are received
• Include the date of dissolution, the business name and contact information, and any other relevant information
• You can check this off your list when all creditors have responded and you have confirmed that the debts have been settled or arrangements have been made for payment.

Resolving Disputes

• Review any contracts that are still in effect, and contact the other party to discuss dissolving the agreement
• Resolve any disputes with creditors, customers, suppliers, or other parties related to the business
• Contact legal counsel if any disputes cannot be resolved
• Ensure all disputes are settled before the Articles of Dissolution are filed with the state
• When all disputes have been settled, you can check this step off your list and move on to dealing with financial obligations

Dealing with Financial Obligations

• Review all accounts and financial obligations of the business and identify which ones need to be paid in full before dissolving the company
• Contact all creditors to negotiate a payment plan for any outstanding debts
• Make sure to document all payments and corresponding agreements
• Make sure to pay all employee wages and benefits in full before dissolution of the company
• Make sure to pay all taxes and file any necessary tax forms before dissolution of the company
• Once all financial obligations have been fulfilled and documented, you can check this off your list and move on to the next step - paying out any outstanding debts.

Paying Outstanding Debts

• Contact all creditors, suppliers, and other debt holders to arrange for payment of any outstanding debts
• Review any financial records to ensure all debts have been identified
• Make sure all payments are made before filing the Articles of Dissolution with the state
• Obtain written confirmation from each creditor that outstanding debts have been paid in full

Once all outstanding debts have been paid and written confirmation from creditors has been obtained, you can move on to the next step of distributing residual funds.

Distributing Residual Funds

• Determine the remaining funds available for distribution.
• Calculate the amount of shares each shareholder is entitled to.
• Distribute the residual funds to the shareholders in accordance with their share entitlement.
• Keep records of the distribution of funds for future reference.
• Once all funds have been distributed to the shareholders, this task will be complete.

Dealing with Property and Assets

• Identify all assets owned by the company
• Research any legal requirements for disposing of these assets
• Determine how to dispose of the assets, either by transferring to another entity or liquidating
• Secure any relevant documents or paperwork regarding asset transfer
• Follow through on the plan to dispose of the assets
• When all assets have been disposed of, record the transactions in the Articles of Dissolution
• Check off this step in the Articles of Dissolution and move on to the next step

Transferring Ownership

• Obtain the signature of all members or shareholders who are transferring ownership of the company to the new owner.
• If any of the members or shareholders do not agree to the transfer, follow the instructions for dissolving the business as outlined in the state’s laws.
• Obtain a signed transfer of ownership document from the new owner, verifying the transfer of ownership.
• File the document with the Secretary of State’s office.

You can check this step off your list when you have obtained the signature of all members or shareholders and the signed transfer of ownership document from the new owner.

Selling Assets

• Decide which assets the company will sell - this could include equipment, office furniture, inventory, and more.
• Set a fair price for the assets and advertise them for sale.
• Negotiate with potential buyers, if necessary.
• Once the sale is finalized, transfer ownership of the assets to the buyer.
• Ensure that you have received payment in full for the assets before transferring ownership.
• Record the sale in the company’s books.
• When all assets have been sold, you can move on to the next step.

Terminating Contracts and Leases

• Identify all contracts and leases that are still active and in place for the business.
• Contact each contractor/client/landlord to formally provide notice of dissolution. Include the effective date of dissolution in the notice.
• Make sure to keep copies of all notices sent for your records.
• Negotiate any outstanding payments for services or products rendered by the business prior to dissolution.
• Make sure to keep copies of all payment records for your records.
• Once all contracts and leases have been terminated, you can move on to notifying contractors and clients.

Notifying Contractors and Clients

• Contact all current contractors and clients to let them know that the business is closing and that services will no longer be provided
• Draft a formal letter or email to send to contractors and clients that outlines the dissolution of the business and its services
• Include a timeline for when services will no longer be provided, as well as any other information that might be relevant to the contractors and clients
• Make sure to get confirmation that the contractors and clients have received the notification
• Once all contractors and clients have been notified and confirmation has been received, you can move on to the next step.

Cancelling Leases

• Contact any landlords you may have and inform them of your intention to dissolve the business.
• Request a cancellation of your lease agreement and make sure to receive a written confirmation.
• If you have a security deposit, make sure to request a refund of that as well.
• Confirm all outstanding payments have been made, and obtain receipts for all payments.
• Once you have received confirmation of the cancellation and a refund of your security deposit (if applicable), you can mark this step off as complete.

Transferring Business Interests

• Notify all partners of the dissolution of the business and ensure their written consent is obtained.
• Obtain a copy of the partnership agreement to ensure any interest transfers are conducted according to the provisions in the document.
• Prepare written documents to transfer the interest of the business to the partners or other parties.
• Execute the documents and record the transactions with the applicable state agency.

When you have obtained all written consents and executed the documents needed to transfer the business interest, you have completed this step. You may now move on to the next step - Transferring Ownership of Shares.

Transferring Ownership of Shares

• Obtain stock ledgers from the issuing corporation with the date and number of shares issued to each shareholder
• Contact each shareholder to determine if they wish to retain their ownership of the stock
• Transfer the ownership of the stock to the shareholders who wish to keep their share
• Issue a certificate of ownership to each shareholder
• Record the change in ownership in the stock ledger
• Once all ownership has been transferred, you can check this step off your list and move on to the next step.

Distributing Residual Equity

• Consult with the other shareholders to decide how to distribute any remaining equity among them.
• Agree upon a percentage of ownership to be distributed among all shareholders.
• Draft a written agreement detailing the breakdown of residual equity ownership.
• Have all shareholders sign the agreement as proof of their consent to the distribution.
• File the written agreement with the business’s records.

When you can check this off your list and move on to the next step:

• Once all shareholders have signed the agreement, you can move on to closing business accounts.

Closing Business Accounts

• Contact all vendors and suppliers you have outstanding accounts with and arrange to pay any remaining balance
• Cancel any contracts, leases or agreements you have with other businesses
• Notify the county and state government of your business closure
• File IRS Form 966 to report the dissolution of the business
• You will know you have completed this step when all outstanding accounts have been settled, contracts and leases have been cancelled, and the local and state government and IRS have been notified of the dissolution of your business.

Closing Bank Accounts

• Close all business bank accounts.
• Provide written authorization to the bank to close each account.
• Make sure to obtain the bank account closure letters.
• You will know the bank accounts are closed when you receive the closure letters.

Closing Credit Card Accounts

• Review the terms and conditions of your credit card agreement to ensure that you are not obligated to pay any remaining balance.
• If you have any remaining balance, submit your payment to the credit card company.
• Once you have completed all payments, contact the credit card company to close your account.
• Ask for written confirmation that the account has been closed and make sure to keep a copy of this confirmation.
• When you have confirmation that the account has been closed, check this off your list and move on to the next step.

Tax Obligations

• Determine if you need to file a final federal tax return. In most cases, you will need to file a final return for the business and all applicable owners.
• Contact the Internal Revenue Service (IRS) to inquire about any outstanding taxes, fees, or penalties.
• Submit all required returns and payment of taxes to the IRS.
• Check with your state’s Department of Revenue to determine if your business needs to file any additional taxes or fees before the dissolution.
• Submit all required returns and payment of taxes to the state.
• Once all taxes, fees, and returns have been submitted to the IRS and state, you can check this off your list and move on to the next step.

Filing Final Tax Returns

• Find out which forms you need to file by contacting your state’s Tax Agency
• Gather the information you need to fill out the forms, such as the total income and total expenses of the business
• Submit the forms online or in person to the Tax Agency
• Check the status of your filing with the Tax Agency to make sure it was accepted
• Once your filing is accepted and processed, you can check this step off your list and move on to the next step.

Making Final Tax Payments

• Determine the appropriate type of tax payment for the business and make any payments that are due.
• Visit your state’s department of revenue website or contact the department directly to find out the specific tax requirements and filing process for your state.
• If the business has an outstanding balance to the IRS or state, you may need to fill out a form for the final return.
• Once you’ve paid all applicable taxes, you’ll be able to move on to the next step in the Articles of Dissolution process: disbursing funds to creditors.

Disbursing Funds to Creditors

• Determine which creditors need to be paid and the amount due to each
• Determine the source of funds for payment
• Make payments to creditors using the source of funds
• Keep detailed records of all payments to creditors
• When all creditors have been paid, you can check this off your list and move on to the next step: Notifying Creditors.

Notifying Creditors

• Notify creditors via email or certified mail that the business is dissolving
• Include a copy of the Articles of Dissolution, financial statements and contact information for the company’s representative
• Give creditors at least 90 days to make any claims against the business
• Provide a deadline for creditors to make their claims
• When creditors have been notified and the deadline for claims has passed, you can move on to the next step of distributing funds.

Distributing Funds

• Make a list of all creditors, including secured and unsecured creditors
• Pay all creditors that are owed money from the company
• Obtain a signed receipt from each creditor for all payments made
• Make sure any funds remaining in the business’s accounts are distributed among the owners
• Once all creditors have been paid, you can check off this step and move on to the finalizing the dissolution process step.

Finalizing the Dissolution Process

• Notify creditors and debtors of the dissolution with a formal letter
• File the dissolution paperwork with the Secretary of State office
• Pay any remaining balances owed to creditors
• Contact the IRS to file the final tax return and pay any outstanding taxes
• Cancel any business licenses, registrations, and permits
• Once all of the above steps have been completed, you can move on to the next step of releasing employees.

Releasing Employees

• Notify employees of the business’s dissolution in writing, including the date of termination and any applicable severance or benefits packages.
• Provide employees with any necessary paperwork to exit the company and ensure that all benefits, such as insurance coverage and retirement plans, are properly handled.
• Make sure all employee records are up to date and stored in accordance with all applicable laws.
• Ensure that all payroll taxes are paid and the proper paperwork has been filed.
• Pay out any remaining wages and vacation time owed to employees.

Once all of the employees have been notified, provided with the necessary paperwork, and paid all wages and benefits, you can check this step off your list and move on to the next step: cancelling business licenses.

Cancelling Business Licenses

• Contact all government agencies such as the Internal Revenue Service and the state’s department of revenue to cancel business licenses, permits, or registrations.
• File a notice in the newspaper announcing the dissolution of the business.
• Notify any creditors or other third parties with whom you have a business relationship.
• Once all the above steps have been completed, check off this step and move onto the next one.

FAQ

Q: What is the difference between Articles of Dissolution and Articles of Incorporation?

Asked by Georgia on January 5, 2022.
A: Articles of Incorporation are the documents used to form a corporation, while Articles of Dissolution are the documents used to dissolve a corporation. An Article of Incorporation is usually filed with the state government’s business office, while an Article of Dissolution is filed with the Secretary of State.

Q: Are there any special requirements for filing Articles of Dissolution?

Asked by Avery on March 18, 2022.
A: Yes, there are several requirements which must be met before filing Articles of Dissolution. Depending on the jurisdiction, it may be necessary to include specific language or adhere to certain filing procedures. It is important to consult with a lawyer or other legal professional to make sure all requirements are met before filing.

Q: Do I need an Articles of Dissolution if my business has already been dissolved?

Asked by Elijah on April 4, 2022.
A: Typically, you will need an Articles of Dissolution if your business has already been dissolved. This document serves as an official record that the business has been dissolved and provides proof that the dissolution was properly executed and carried out in accordance with relevant laws and regulations.

Q: Does an Articles of Dissolution have to be filed in all states where the business operates?

Asked by Madison on May 14, 2022.
A: Generally, an Articles of Dissolution must be filed in each state where the business operated. It is important to check with the Secretary of State in each state to ensure that all required documents are properly filed in order to legally dissolve the business.

Q: What should be included in an Articles of Dissolution?

Asked by Emma on June 22, 2022.
A: An Articles of Dissolution typically includes information such as the name and address of the corporation, details about how long it has been inactive, details about how many members were involved in the dissolution decision, and other important information as required by state law.

Q: Is there a difference between UK and US laws when drafting an Articles of Dissolution?

Asked by Liam on July 17, 2022.
A: Yes, there are some differences between UK and US laws when drafting an Articles of Dissolution. For example, the UK requires that companies file a Notice to Companies House announcing their intention to dissolve within 30 days after passing a resolution for dissolution; whereas in the US, companies must file their Articles of Dissolution with their respective Secretary of State within 30 days after passing a resolution for dissolution. Additionally, in the UK companies must file a Statement of Compliance with Companies House confirming that all requirements for dissolution have been met; whereas in the US companies do not have this requirement but must still meet all applicable state laws and regulations before filing their articles.

Q: What if I want to dissolve my business but one member refuses to sign off on it?

Asked by Abigail on August 16, 2022.
A: If one member refuses to sign off on dissolving a business but all other members agree to dissolve it, then it is possible for them to move forward without that member’s signature under certain circumstances. For example, if all members agree that dissolving is in the best interest of the company then they can move forward without their consent as long as they follow their state’s laws and regulations regarding dissolutions. It is also important to note that some states may require unanimous consent from all members prior to dissolving a company so it is important to check your state’s regulations before proceeding without unanimous consent from all members.

Q: Can I draft my own Articles of Dissolution or do I need a lawyer?

Asked by Noah on September 20, 2022.
A: It is possible for you to draft your own Articles of Dissolution but it is highly recommended that you consult with a lawyer prior to doing so. The process can involve complex legal issues and having a lawyer review your document can help ensure that all applicable laws and regulations are met before filing your document with your Secretary of State or other relevant authorities. Additionally, having a lawyer review your document can help ensure that you have included all necessary information required by law when drafting your document.

Q: What happens after filing an Articles of Dissolution?

Asked by Olivia on October 26, 2022.
A: After filing an Articles of Dissolution with your Secretary of State or other relevant authorities, you must take further steps in order for your dissolution process to be completed successfully such as providing notice to creditors and other parties who may have claims against you or your company; paying off any outstanding debts; notifying employees; cancelling any contracts; etc. Additionally, depending on your jurisdiction there may be additional steps which must be taken prior to officially dissolving your company such as submitting tax returns or providing notice to shareholders or other parties involved in your company’s operations prior to dissolution

Example dispute

Suing a Company on the Basis of Articles of Dissolution

• Plaintiff must prove that the company breached its contractual obligations as stated in the Articles of Dissolution.
• Plaintiff must demonstrate that the company failed to comply with the relevant state statutes for dissolving the company.
• Plaintiff must also show that the company failed to properly pay any outstanding debts or liabilities as part of the dissolution process.
• If there are damages to the plaintiff, they must prove that the company’s actions were the cause of the damages.
• The plaintiff must prove that the company was negligent or acted in bad faith in its dissolution process.
• If the plaintiff can prove all of the above, they may be entitled to monetary damages or other relief as determined by the court.

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