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Dissolution of corporation refers to the closing of a corporate entity which can be a complex process. Ending a corporation becomes more complex with more owners and more assets.
There are three causes of dissolution: (1) by act of the partnerssome dissociations do trigger dissolution; (2) by operation of law; or (3) by court order. The partnership agreement may change or eliminate the dissolution trigger as to (1); dissolution by the latter two means cannot be tinkered with.
Business dissolution can be caused in many ways, including the failure to file annual reports or pay certain taxes in the state of incorporation, bankruptcy, or voluntary dissolution by business owners.
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.
Modes of dissolution A corporation may be dissolved voluntarily or involuntarily. Voluntary dissolution could be done by (1) shortening the corporate term, (2) filing a request for dissolution (where no creditors are affected), and (3) filing a petition for dissolution (where creditors are affected).
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Dissolution of corporation refers to the closing of a corporate entity which can be a complex process. Ending a corporation becomes more complex with more owners and more assets.
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.
How to dissolve a business in 7 steps Step 1: Get approval of the owners of the corporation or LLC. Step 2: File the Certificate of Dissolution with the state. Step 3: File federal, state, and local tax forms. Step 4: Wind up affairs. Step 5: Notify creditors your business is closing. Step 6: Settle creditors claims.
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.

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