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In most cases, a simple majority vote is sufficient to pass the resolution for corporate dissolution. The Board needs to develop a plan of dissolution once the shareholders approve the dissolution.
In general, you cannot dissolve a business with S Corp status without the approval of shareholders or the board of directors. Approval must come from shareholder and director resolutions, which must be recorded in official corporate records.
While there is no legal requirement that a corporation must dissolve if its no longer doing business, there are good reasons to do so. A small business that remains incorporated, even if it is inactive, must continue to file state and federal income taxes, even if it did no business during the year and had no income.
It can take the SOS at least eight weeks to process your filings, but processing times can vary. Various forms of expedited processing are available for additional fees. Be aware that your business name will become available for use by others after dissolution.
After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the companys non-cash assets. Note that only those assets your company owns can be liquidated. Thus, you cant liquidate assets that are used as collateral for loans.
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C corporations should file Form 1120, U.S. Corporation Income Tax Return, and check the box that this is their final return. This form must be filed by the 15th day of the fourth month after you close your business.
A corporate dissolution may be ordered by the Court of Common Pleas to protect shareholders investments. This may happen when three conditions exist: The directors of the company have engaged in illegal or fraudulent activities. Assets of the company have been spent unwisely or otherwise wasted.
Steps to dissolve, surrender, or cancel a California business entity File all delinquent tax returns and pay all tax balances, including any penalties, fees, and interest. File the final/current year tax return. Cease doing or transacting business in California after the final taxable year.
The first step in dissolving a corporation usually involves having your board of directors and shareholders vote to approve the dissolution. Under most state rules, you start by holding a meeting of the board of directors to vote on a resolution to approve the dissolution of the corporation.
An S-Corp is subject to the same tax rules that apply to the distribution of C-Corp assets when it closes. In other words, both the corporate entity and its shareholders must recognize gains or losses from dissolution.

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