Shareholders Agreement 101: Dissolving the Company (Part 10/10)
By Joanne Hue, published: 2023-03-03
Shareholder’s agreement is an agreement that is legally binding to the shareholders of a company. The terms and conditions for shareholders, their rights and obligations, and the process for shareholder meetings are all included in the agreement. It directs the operation of a company. The agreement safeguards and guarantees fair treatment of all shareholders.
By dissolving a firm, its transactions are formally and definitively concluded. Even though winding the actions of the firm is a part of this procedure, business dissolving entails more than simply clarifying its conclusion. Liabilities and assets must be handled appropriately during dissolution. Provisions concerning the dissolution of a company are dictated by state laws and terms of the shareholder’s agreement.
Reasons for company dissolution
A business may dissolve for different reasons. Many times, if a company is facing losses consecutively, and the prospects of gaining profits are lowering, then companies choose to dissolve. A company may also be dissolved in circumstances where it has already reached its objective. It is crucial for companies to formalize their dissolution in order to prevent the payment of unnecessary taxes. Dissolving a business ends all the obligations associated with it.
Procedure for company dissolution
Step 1: Obtain the approval of the LLC or corporation’s shareholders.
A limited Liability Company or an LLC requires approval from the company owners prior to its dissolution. Along with the company, shareholders must also agree with this strategy. The voting requirements for the dissolution of the company are different from normal voting in the annual general meetings. Shareholders cannot vote for the dissolution of the company with a simple majority. They will have to least acquire 75% of the shareholder’s vote in favor of the dissolution.
Step 2: File the Certificate of Dissolution with the state
Documents concerning the dissolution must be submitted to the state where the corporation or LLC was created after the shareholders decide to dissolve the company. paperwork must be filed in all states if the company had the authority to conduct business in those states. The provision for the dissolution of a business is different for each state. Depending on the shareholder’s agreement, the procedure to dissolve the company is distinct too. Some states require proof of tax clearance before approving the certificate of dissolution.
Step 3: File federal, state, and local tax forms
The tax obligation of a company does not dissolve with its dissolution. The business must formalize its cessation to the authorized agency. For instance, the Internal Revenue Service of the United States of America has a business closing checklist on its website.
Step 4: Wind up affairs
After the dissolution is approved, the corporation needs to wind up its affairs. In order to do so, the firm should settle its debts, it should notify its employees and customers of the closure, and cancel its license registrations and permits. A dissolved company cannot legally operate. Any operation that a dissolved company carries out should be related to winding up.
Step 5: Notify creditors about the closure of the firm
Before closing, the dissolving company must notify its, creditors, about the dissolution. The notification should include a method of communication they may use to acquire their claims, a list of information that should be included in the claim, a deadline for submission, and a statement concerning the barring of claims. Depending upon the state, in which the company is functioning, the company may need to publish a notice in the paper about the dissolution of the company.
Step 6: Settle claims of the creditors
A company may accept or reject the claims made by creditors. Accepted claims must be paid, or settled through negotiation with the claimant. If a company is rejecting a claim, it must do so by informing the claimant in writing.
Step 7: Distribute the remaining assets
When the claims of the company are settled, the assets must be distributed amongst the shareholders of the company. Generally, the assets of the company are distributed to individuals based on their ownership in the company. The distribution of assets must be reported to the authorized agency in the state. The shareholder’s agreement outlines the procedure
A business may be closed for various reasons. Usually, a business that does not have the prospect of amassing profits or a business that has already acquired its objective is dissolved. The dissolution of the company requires the approval of the shareholders. Shareholders can vote for the proposal for the company’s dissolution. This requires a two third of the shareholder’s votes. The dissolution should be formalized by informing the authorized agency in the state. A company requires a dissolution certificate and should show proof of completing its tax obligations. After acquiring a dissolution certificate, the company cannot carry out operations. The only operations that a company can perform should be related to the winding-up process. They should notify creditors and settle their debts. Finally, they can distribute their assets.
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- Shareholders Agreement 101: Terms and Conditions of Transferring Shares(Part 2 of 10)
- Shareholders Agreement 101: Resolving Disputes Among Shareholders (Part 3 of 10)
- Shareholders Agreement 101: Defining The Voting Rights of Shareholders (Part 4 of 10)
- Shareholders Agreement 101: The Roles and Responsibilities of the Board of Directors (Part 5 of 10)
- Shareholders Agreement 101: The terms and conditions of issuing new shares in a company(Part 6 of 10)
- Shareholders Agreement 101: The procedures of holding shareholder meetings and voting on company matters(Part 7 of 10)
- Shareholders Agreement 101: Shareholder Financial Info Rights (Part 8/10)
- Shareholders Agreement 101: Amending the Agreement (Part 9/10)