Close a Business

Closing your Company

When your company is ready to close, or is no longer needed, IncSmart.biz can file the correct forms for you with the Secretary of State. There are many reasons to wind up your company dealings.

Contract has been fulfilled
Project has been completed
Merger with another company
Moved to another state
Company not used

All companies registered with the Secretary of State are legal entities. They must be closed with the Secretary of State by legal filings. You can't email or call your registered agent and say your company is closed. You will actually have to file with your state. Until you do, your company remains liable for all taxes, assessments, fines, penalties and interest until you receive a notice of from the Secretary of State.

A Withdrawal is a foreign qualification informing the state it no longer doing business and wishes to remove itself from the state and cease any taxation and reporting requirements. Some entities that withdrawal in the middle of the year may still be required by some State to file a final tax return with the State.

A Dissolution is when a company informs the state that it no longer wishes to be a legal entity and is winding up all business affairs within that State. This is important to stockholders and members. When you stop paying the state fees without closing your company with the state, the state laws will no longer protect you and stockholders and members can be held personally responsible for the lawsuit, along with any other debts the company owes.

If the entity is no longer in business, the entity should be dissolved. If not dissolved, you will be liable for any legal requirements for governing a business in the state.

Main steps to shut your business down legally and minimize the risk to your personal assets.

Vote to close the business
Dissolve your business with the government
Cancel permits, licenses, and fictitious business names
Pay your taxes and debts
Notify your creditors, employees, and customers

Delaware Dissolution

Before the Dissolution Certificate can be filed, all taxes due to the State through the effective date of the dissolution must be paid and all applicable Annual Franchise Tax Reports must be filed. IncSmart will contact the Franchise Tax Section prior to submitting the document for filing to determine the Franchise Taxes and Annual Reports due and invoice for these.

Maryland Dissolution

Before the Dissolution Certificate can be filed, all Annual Reports with Personal Property Tax Returns (Minimum state fee $300) due to the State through the effective date of the dissolution must be paid.