- Action of Director(s) to Dissolve and Liquidate.
- Action of Shareholder(s) to consent to Dissolution and Liquidation.
- Plan of Dissolution, Winding Up and Liquidation approved by Director(s) and Consent to by Shareholders.
- File Articles of Dissolution with Secretary of State.
- Pay all just debts.
- Pay taxes.
- Pay salaries.
- Fund Qualified Plans.a
- Satisfy any and all liabilities and obligations.
- May need shareholder(s) to assume corporate debts and liabilities.
- Obtain and file UCC Termination Statements.
- Provide Notice to known Creditors to file claims (Section 12.75 of the Illinois Business Corporation Act).
- Notify your Landlord. Recover unused security deposit.
- Marshall assets, including accounts receivable, other financial assets and hard assets:
o Distribute undivided interest in assets to all shareholders as tenants in common; and/or
o Distribute specific assets to certain shareholders if there is approval; and/or
o Sell assets and distribute net proceeds of sale and liquid assets to shareholders. - Retain sufficient assets to pay Section 12.75 claims and costs of dissolution and liquidation.
- Notify insurance companies and terminate policies – consult with insurance agents to determine need for continuation insurance coverage.
- Collect unearned insurance premiums.
- Obtain insurance tail.
- File final income tax returns with Federal and State authorities.
- Consult your tax accountant for other tax filings e.g. personal property taxes, sales, use and intangible taxes, unemployment compensation and disability insurance taxes, income taxes and withholding taxes.
- Notify Secretary of State of Discontinuance of use of Trade Name or Assumed Name.
- Notify US Patent and Trademark Office of discontinuance of patents and trademark or sell or transfer same.
- Arrange for retention of financial and other corporate records for not less than seven (7) years. If special circumstances apply, you may need to retain corporate records for a longer period of time. Consideration should be given to statutes of limitation and statutes of repose.
- Arrange for retention of insurance policies forever.
This is not intended to be a comprehensive checklist for all situations. You should consult with advisors, including attorneys, accountants and insurance agents, to assist you with the dissolution of a corporation.
This website provides information addressing legal topics of interest to the general reader. You should not consider this information designed or adequate to meet any of your particular legal needs, concerns or inquiries. You should consult with a lawyer licensed to practice law in the jurisdiction appropriate to your legal situation to assess your situation and provide you with appropriate legal advice.
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