Alexâs franchise business was running at full steam when he received a letter from a collection agency from out of the blue. Unsure about where he could possibly be delinquent, he learned it was for a âBusiness Registration Feeâ and further investigating uncovered that it was fees for an old business he once started a decade ago and never did anything with.
The moral of the story is that any business, once officially launched, must be officially closed. In Alexâs case, he quickly lost interest in that original company, stopped advertising, didnât look for clients, and had no revenue.
But just because youâre not actively working on a business doesnât mean itâs closed.
Youâll need to formally close your LLC or Corporation. Otherwise, you can still be on the hook for filing your inactive businessâ annual reports, filing state/federal tax returns, and keeping up any business licenses. All of these will take time and money - and savvy entrepreneurs donât like to pay any more than they absolutely have to. As Alex learned, the fees and obligations will catch up to you eventually.
If you have an inactive business and are certain youâre retiring it, itâs smart to wrap things up and close it officially before the end of the year. That way, you wonât be on the hook for anything in the future and youâll be free to focus your attention on something bigger and better.
1. Dissolve the Legal Entity (LLC or Corporation) with the State
An LLC or Corporation needs to be officially dissolved. If there are multiple owners/shareholders involved, all business associates need to vote on the business closing. After the vote, youâll need to file an âArticles of Dissolutionâ or âCertificate of Terminationâ with the Secretary of Stateâs office wherever your LLC or Corporation was established.
- For a corporation: If shares were issued, two-thirds of the voting shares need to agree on dissolving the company. If no shares were issued, the Board of Directors needs to approve. Youâll need to record the final vote in the meeting minutes.
- For an LLC: Each state has specific rules for closing a business and youâll need to review the âdissolution requirementsâ in your stateâs Limited Liability Company Act. You could also try calling the secretary or stateâs office for help, or work with an online legal document filing service.
2. Pay Any Outstanding Bills
You need to satisfy any company debts before closing the business. In most cases, an LLC or Corp needs to settle its debts before any money or assets can be legally distributed to the members.
If your business doesnât have the resources to pay its debts, talk with an attorney to determine the next steps.
3. Cancel Any Business Licenses or Permits
If you opened any licenses or permits (such as a resellerâs license), youâll need to cancel them with the appropriate local entity. Be proactive about cancelling these things. The county government wonât know youâre not actually operating a business anymore (and will continue to assess fees) until you notify them.
4. File Your Final Federal and State Tax Returns
You will need to file a tax return for the year you go out of business. For a partnership, corporation, S Corp, or LLC, you can check the box indicating that this is a final return. You can learn more here. And if you have any employees, youâll need to file the final employment tax returns and make your final federal tax deposits for these taxes.
This list represents the legal steps needed to properly close a business. But there are other things to consider when closing a business as well.
If you still have any active clients, youâll need to create a closing plan with them. Likewise, you should discuss your plans with any key contractors, vendors, freelancers, suppliers or anyone else who has helped you. Donât just go dark and make them wonder what happened.
By being considerate and open with your network, people will be more eager to join you for future ventures.
Closed Photo via Shutterstock