FREQUENTLY ASKED QUESTIONS (FAQs)

A. If you will not close your business with the state, your corporation will be considered as a legal entity and accordingly you will be liable to pay taxes and other returns thereof. So it's highly recommended that you should close your business as per the instructions and rules defined by the state and get your certificate of dissolution.

A. Canceling a company means you are going to close up your business. In this connection the first step is to hold a meeting of corporation's board of directors in which they need to propose a resolution for business closing. A vote must be taken and the minutes of the meeting must be recorded and retained in the corporate records. Then that proposed dissolution action must also be approved by majority shareholders

Secondly, the corporation needs to file Articles of Dissolution with the secretary of state. This filing of Article of dissolution varies from state to state. In some states this is done with a simple certificate while others require a more complex process.

Once you get approval from to state to cancel your corporation or cancel an LLC, then the company's assets will be distributed to its shareholders. For more detail feel free to contact with InfoTaxSquare. Our experts are pleased to serve you and suggest you the best legal way to dissolve your corporation.

A. If, for any reason, you do not close your LLC/ close corporation with the state, the consequences can be severe and will take you paying heavy penalties in different areas. Some of the consequences you may be indulged to deal with include the following:

• Personal Liability. Even if you have already stopped your business transactions, legally your corporation, Directors, Officers and shareholders will be still considered as personally liable for the corporation unless you file cancellation legally.
• Tax Liability. Until you get certificate of dissolution, your corporation will be held liable to file all relevant federal, state, and municipal tax returns. Failure to file these returns will result in the heavy penalties and fees associated with the late filing. And many more

A. If a corporation does not have officers, dissolution must be approved by a majority of the directors in office at the time dissolution is approved. The corporation shall provide notice to directors of a director's meeting where an approval for corporation termination will be sought. The notice must state that the purpose of the meeting is to consider the proposed business termination

A. The corporation must notify each director or shareholders, whether or not entitled to vote, of the proposed members' meeting. The notice must state that the purpose of the meeting is to consider dissolving the corporation.

A. The corporation will be withdrawn and its existence ended on the date the Certificate of Dissolution is filed and approved by the State. The Business Corporation Law does not permit the effective date of dissolution to be other than the date of filing of the Certificate of Dissolution by the State.

A. The Certificate of Dissolution must be signed by an officer, director, attorney-in-fact or a duly authorized person. The name and title of the signer must be typed or printed opposite the signature.

A. When the decision makers of the corporation decide to end the corporation's existence for whatever reason (typically the sale of all assets, completion of purpose, or unprofitability), the corporation must be "dissolved". Dissolution of the corporation disposes of all corporate debts and assets, creditors and shareholders are paid, and the corporate entity is terminated.

A. The typical USFL corporate dissolution package includes a state specific law summary and instructions, the dissolution form to be completed and filed with the Secretary of State or Corporations Division, notices and resolutions regarding the corporation's internal decision to dissolve, and notices of the dissolution to known and unknown creditors instructing to file claims with the corporation or their claims will be barred after a certain legal deadline. A newspaper announcement may also be included. The forms actually included in the package vary from state to state according to each state's laws.

A. Yes. Though generally similar across the United States, there is a certain amount of variation in each state's dissolution laws. USFL researches each state's laws to provide you with a dissolution package that meets the requirements of your state.