Dissolving Your Business
If you have decided that it is time for your corporation to come to an end, whether you are selling your business, retiring or starting a new venture, it is essential to close your business properly. Two of the primary benefits of voluntarily dissolving your business are to terminate the entity’s obligation to pay taxes and it protects you from future liability.
There are numerous steps involved in dissolving a business, including:
- Vote. The shareholders must vote or follow whatever procedure is set forth in the corporation’s governing documents to dissolve the business.
- Obtain consent from government authorities. The entity must file a tax return and file it with the state. If the corporation is current on paying its taxes, the Department of Taxation and Finance will send written consent to dissolving the corporation.
- Certificate of Dissolution. The Department of State requires you to file a Certificate of Dissolution (a form can be found on their website). You must attach a copy of the Consent of the New York State Department of Taxation and Finance.
- Terminate out-of-state registrations. If your corporation conducted business in other states, you must file the necessary paperwork in those jurisdictions to avoid incurring taxes and fees in those states. Many states have the required documents available on their websites.
Dissolving a corporation can be time-consuming and it is important that it be done correctly. If you need assistance, contact Slater, Tenaglia, Fritz & Hunt.
The attorneys at Slater, Tenaglia, Fritz & Hunt, P.A., provide clients with experienced legal representation. We handle many types of business disputes on behalf of corporate clients, including Fortune 500 Corporations and individuals throughout New York, New Jersey, Pennsylvania and nationally. Our attorneys handle cases from pre-litigation negotiations through litigation to obtaining and enforcing judgments. If you need assistance, or are interested in learning more, please contact us by phone at (201) 820-6001 in New Jersey or (212) 692-0200 in New York. We can also be found on Facebook, Linkedin, Twitter, Google+, Youtube and the Internet. All initial consultations are free of charge.