Vote to Close Your Corporation
Your business associates must agree to dissolve the entity by following either the procedures set out in your organizational documents or the rules set out in your state’s business statutes. Make sure that you have your Secretary available to officially record the decision.
You’ll need at least a majority vote to agree on dissolution. Some states require a two-thirds vote while others require a unanimous vote. Make sure to have the proper procedural documents on hand to ensure that your voting is completed correctly.
Once your corporation has voted to be dissolved, you’ll likely have to file a series of forms called “articles of dissolution.”
These forms draw a picture of your corporation’s closure; they cover all of the things that are important to regulators – information on your business’s debts, liabilities, and assets. They also set the record on how, and why, your shareholders voted to dissolve your business.
In some states, before you’ll be allowed to formally dissolve your business (i.e. file the paperwork), you may also be required to obtain a “tax clearance” or “consent to dissolution” from your state tax board. This is a statement declaring that all of your business taxes have already been paid.
* To do: Find out if you need the following forms by contacting the appropriate agency: Tax Clearance, Consent to Dissolution, or Articles of Dissolution