50-State Surveys › Corporation Voluntary Dissolution and Closure Requirements by State
Corporation Voluntary Dissolution and Closure Requirements by State
How may an ordinary domestic business corporation voluntarily dissolve, what board, shareholder, notice, filing, winding-up, claim, revocation, tax-clearance, and termination rules apply, and what simpler route exists before shares or business activity begin?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-08-21
What this survey covers
Voluntary dissolution is a sequence, not merely a form. A corporation first uses the applicable incorporator, director, or shareholder route to authorize the decision. It then files the public record required by state law, winds up its affairs, addresses liabilities and claims, and completes any later tax or termination step.
This survey compares that sequence for an ordinary solvent domestic private business corporation. It keeps authorization separate from filing, dissolution separate from winding up, and state-law closure separate from tax, licensing, contract, title, account, and foreign-registration work.
How to read the table
Start with the simplified-route and approval columns. A pre-share or pre-business shortcut applies only if its exact statutory conditions are satisfied. Otherwise, read the board and shareholder columns together, including any separate voting- group rule and written-consent alternative.
Next compare the filing and tax columns. They identify the document, signer, fee, effective time, and whether reports or a revenue-agency step are prerequisites or separate follow-up duties.
Finish with winding up, claims, revocation, and survival. Those columns show what the corporation may do after dissolution, whether creditor procedures are mandatory or optional safe harbors, and what liabilities, suits, assets, or termination steps remain after the public filing.
What the finished table shows
The largest cluster follows a Model Act sequence: the board proposes and normally recommends dissolution, shareholders approve, articles become effective, and the corporation continues only for winding up. D.C. Code §§ 29-312.01 through 29-312.09 and Wyoming Title 17 show that architecture, including optional known- and other-claim procedures and a 120-day revocation route. The table still keeps each step separate because filing fees, delivery channels, good-standing requirements, and agency duties do not travel with the Model Act text.
Approval is not uniform. Vermont requires a majority of all votes entitled to be cast, Alaska uses a two-thirds threshold with class voting, and Hawaii retains a formation-date split between majority and three-fourths approval. Written consent also ranges from unanimity to a charter-authorized meeting-equivalent threshold. The early-corporation shortcut most often turns on no shares or no business, but some states require stricter cumulative facts, allow only a no-shares branch, or provide no shortcut at all.
The filing sequence and the post-filing work vary just as much. Most corporations file before winding up; California and Alaska use two public records, while Rhode Island winds up before its terminal filing. Claim systems range from mandatory creditor mail through optional direct notice, publication bars, and court-set security to no general statutory safe harbor. Tax clearance may be a filing gate, a distribution-stage protection, an optional exposure-limiting step, or a wholly separate account duty. Those variations are why the table keeps authorization, filing, agency steps, winding up, claims, revocation, and survival in distinct columns.
Get this answered for your state
This survey compares every state side by side. Ask about your specific situation and see what your state's law says, with citations to the statutes.
Scroll sideways in the table to see all columns →
| State | Governing law, entity, and route scope | Pre-share or pre-business simplified route | Board proposal, recommendation, and conditions | Shareholder notice, vote, consent, and groups | Dissolution filing, signer, fee, and effect | Reports, tax clearance, and agency steps | Winding up, liabilities, and distributions | Known, unknown, and contingent claims | Revocation, termination, and survival | Foreign, insolvency, and judicial boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-22 | Alabama Business Corporation Law, Title 10A Chapter 2A, chiefly Article 14; an ordinary domestic corporation files a Certificate of Dissolution with the Secretary of State. Voluntary dissolution, foreign withdrawal, administrative dissolution, and judicial dissolution are distinct routes (Ala. Code § 10A-2A-14.01; § 10A-2A-14.03; § 10A-1-7.11; § 10A-2A-14.10) |
Available if either no stock has issued or business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid and, if stock issued, net assets remaining after winding up must be distributed. The certificate recites those facts, incorporation date, name, authorization, and SOS identifier (Ala. Code § 10A-2A-14.01) |
Board first adopts a resolution authorizing dissolution, then submits it to stockholders. It recommends approval unless conflict, special circumstances, or § 10A-2A-8.26 applies and must explain the basis for proceeding without a recommendation. The board may condition stockholder approval or effectiveness (Ala. Code § 10A-2A-14.02) |
Notify every stockholder, voting or not, 10-60 days before a meeting and state the dissolution purpose. Unless the certificate or board condition requires more, approval at a meeting with quorum is a majority of votes entitled to be cast; default voting-group quorum is a majority. Dissolution without board action requires written consent of every stockholder entitled to vote, notwithstanding the lower general-consent rule (Ala. Code § 10A-2A-7.04; § 10A-2A-7.05; § 10A-2A-7.25; § 10A-2A-14.02) |
Certificate states the corporate name, authorization date, stockholder-approval recital if applicable, and SOS identifier. Before initial-director election an incorporator signs; otherwise an authorized officer, designated/majority directors if no officer, specified stockholders if no officers/directors, or a court fiduciary signs and states name/capacity. File with SOS for $100; effect is on actual receipt unless a permitted delayed-effective rule applies, and dissolution occurs on the certificate's effective date (Ala. Code § 10A-2A-1.20; § 10A-2A-14.03; § 10A-1-4.11; § 10A-1-4.31) |
ADOR's domestic-dissolution instructions direct the corporation to the applicable dissolution filing and do not list a tax-clearance certificate; that certificate is listed for foreign withdrawal. Business Privilege Tax remains due for each registered year until legal SOS dissolution, subject to the stated post-2023 $100-or-less exemption. The SOS dissolution filing fee is $100 (ADOR guidance; Ala. Code § 10A-1-4.31; SOS Fee Schedule) |
Dissolved corporation continues only for winding up: collect and dispose of assets, discharge or provide for liabilities, then distribute remaining property by stockholder interests. It may preserve a going concern briefly, litigate or settle, transfer assets, mediate/arbitrate, merge/convert, or exchange stock. Title, governance, proceedings, and registered-agent authority continue; liquidation distributions may be made only after dissolution (Ala. Code § 10A-2A-14.05) |
Both procedures are optional. Known-claim notice gives at least 120 days to submit and 90 days after rejection to sue; it includes unliquidated claims but excludes unmatured contingent and later-event claims. One county publication creates a two-year suit bar for broader claims. A publishing corporation may seek court-set security, with notice within 10 days; stockholder exposure is capped at post-dissolution assets received. Directors must pay or reasonably provide for claims before liquidation distributions (Ala. Code § 10A-2A-14.06; § 10A-2A-14.07; § 10A-2A-14.08) |
Revoke and reinstate within 120 days by the original authorization method unless board-only action was reserved; file a Certificate of Revocation of Dissolution and Reinstatement plus the dissolution certificate. Effect relates back as though dissolution never occurred, but reliance rights are protected. Article 14 states no later terminal filing or fixed general survival term; existence, title, governance, agent authority, assets, liabilities, and proceedings continue for winding up (Ala. Code § 10A-2A-14.04; § 10A-2A-14.05) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or assumed names. An Alabama-registered foreign entity separately files a Certificate of Withdrawal with an ADOR tax-compliance certificate. Deadlock, illegality/fraud, waste, abandonment, insolvent-creditor claims, or court-supervised winding up use judicial routes (Ala. Code § 10A-1-7.11; § 10A-2A-14.10) |
| Alaska verified 2026-08-22 | Alaska Corporations Code, AS 10.06 art. 9; ordinary domestic corporation elects to wind up, files a certificate of election, completes winding up, and files articles for a final Commerce certificate (§§ 10.06.605 to -.678) |
Board alone may elect if no shares issued. No mere no-business shortcut; separate board-only routes require adjudicated bankruptcy OR all assets disposed and no business for the preceding 5 years (§ 10.06.605(b)) |
Ordinary shareholder route states no separate board-proposal/recommendation prerequisite. Board alone may act only for the three § 10.06.605(b) conditions; board continues winding-up authority before and after the final certificate (§§ 10.06.605, -.615) |
Give each voting shareholder 20-60 days' notice stating dissolution purpose. Approval requires ≥2/3 of all entitled shares plus ≥2/3 of each separately voting class. Alternative written consent requires ALL outstanding shares entitled to vote (§§ 10.06.410, -.423, -.605) |
Immediately file $10 certificate listing entity, officers/directors, election route, vote/consent or board-only facts; permitted officer/director/shareholder signers. After complete windup, majority directors sign $15 articles reciting liabilities/assets disposition; deliver original + exact copy. Existence ends on commissioner certificate, with no delayed-date route stated (§§ 10.06.608, -.620 to -.625; 3 AAC 16.030) |
No separate tax-clearance attachment is stated for ordinary voluntary articles, but known debts/liabilities must be paid/provided and the domestic $100 biennial corporation tax remains a separate statutory charge. Filing charges: $10 election + $15 articles (§§ 10.06.620, -.835, -.845; 3 AAC 16.030) |
Internal approval starts winding up; stop ordinary business except necessary windup and temporary goodwill/going-concern preservation. Board collects/settles claims, sells property, pays or adequately provides all known liabilities, then distributes fairly and ratably (§§ 10.06.615, -.660, -.665 to -.670) |
Mail commencement notice to all known creditors/claimants; noncourt statute states no claim deadline/publication bar. Optional court supervision can use 3 weekly publications, mailed known-creditor notice, a court-set 4-6 month claim window (3 months if affidavit says none), cash/deposits for contingent/disputed claims, and 30 days to sue after rejection (§§ 10.06.615, -.618, -.653) |
Before ANY asset distribution, revoke by the original election method and file a conforming certificate; no fixed day limit, and business resumes on compliance. Final certificate ends existence, but corporation continues indefinitely for winding up/defense; it may initiate only an improper-distribution action, and omitted assets remain corporate assets (§§ 10.06.610 to -.613, -.625, -.675 to -.678) |
Domestic voluntary filing does not withdraw foreign authority or replace involuntary dissolution, receivership, bankruptcy, or disputed-owner procedure. Foreign withdrawal requires separate application, taxes/penalties, and fee; court supervision is available on petition during voluntary winding up (§§ 10.06.618, -.628 to -.658, -.778 to -.785, -.833) |
| Arizona verified 2026-08-22 | Arizona Business Corporation Act, A.R.S. Title 10, ch. 14, art. 1; ordinary domestic for-profit corporation files Articles of Dissolution with the Arizona Corporation Commission. Shortcut and ordinary approval, tax-completed filing, winding up, claims, and revocation are separate steps (§§ 10-1401 to -1407) |
Available if no shares issued OR business not commenced. Majority incorporators or initial directors approve; no debt remains unpaid; if shares issued, remaining net assets after winding up were distributed. One incorporator/initial director executes acknowledged Articles of Dissolution reciting the route (§ 10-1401; Form C022) |
Board proposes and recommends dissolution unless conflict/special circumstances justify no recommendation and it communicates why; submission may be conditioned on any basis. No separate prefiling abandonment section; post-filing revocation follows § 10-1404 (§ 10-1402(A)-(C)) |
Notify every shareholder 10-60 days before the meeting and state dissolution purpose. Default approval is majority of all votes entitled; articles/board may require more or voting-group approval; general group quorum is majority entitled. Written consent uses meeting-equivalent votes, but older/pre-Aug. 6, 2016 and issuing-public corporations may default to unanimity unless their articles/bylaws permit lesser consent (§§ 10-704, -705, -725, -1402) |
Articles state name, authorization date, entitled and for/against or sufficient undisputed vote totals, separately by required group. Clearance-required form: officer or board chair signs; shortcut form: initial director/incorporator. ABC online encouraged; paper by mail/in person, form also lists fax. $25 regular/$60 expedited. Effective on delivery if approved, or a custom record may delay up to 90 days (§§ 10-122, -123, -1401, -1403; ACC) |
Ordinary filing is incomplete until the DOR transaction-privilege-tax notice and certificate named in § 10-1403 arrive and Title 10 charges are paid. DOR requires closed licenses, final corporate return, all tax compliance and full payment; allow 30 business days. ACC allows 6 months from delivery for clearance; past-due reports must be filed, while newly due reports are conditionally suspended for 6 months (§ 10-1403(C), (E)-(F); ACC/DOR) |
Existence continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and complete necessary liquidation acts. Title, shares, governance, suits, pending cases, limitations periods, and statutory-agent authority continue (§ 10-1405) |
Optional known-claim safe harbor: written notice gives at least 120 days to submit; rejected claimant has 90 days to sue; contingent/post-dissolution claims may enter once known. Optional one-time newspaper notice: claim suit by earlier of applicable limitation or 5 years; covers nonnoticed, timely-unacted, contingent, and later-event claims, with shareholder recovery capped (§§ 10-1406 to -1407) |
Revoke within 120 days by the original approval method unless board-only revocation was authorized; file $25 Articles of Revocation plus the dissolution articles, and effectiveness relates back. No later voluntary termination filing. Ordinary limitations continue; the optional unknown-claim publication route imposes the earlier of 5 years or the otherwise-applicable period (§§ 10-1404, -1405, -1407) |
Domestic dissolution does not close taxes, licenses, contracts, accounts, titles, assumed names, or registrations elsewhere. An Arizona-authorized foreign corporation files a separate $25 Application for Withdrawal with tax clearance. Chapter 14 separately addresses administrative and judicial dissolution; receivership, bankruptcy, insolvency, regulated entities, and disputed control use other routes (§§ 10-122, -1520) |
| Arkansas verified 2026-08-22 | Arkansas Business Corporation Act of 1987, Ark. Code tit. 4, ch. 27; Secretary of State; domestic voluntary routes under §§ 4-27-1401 to -1407 |
Majority of incorporators or initial directors if either no shares issued OR business not commenced; articles also recite incorporation date, chosen eligibility fact, no unpaid debt, distribution of remaining net assets if shares issued, and authorization (§ 4-27-1401) |
Board proposes and recommends unless conflict/special circumstances justify no recommendation and basis is communicated; submission may be conditioned on any basis. No express abandonment after approval, apart from 120-day revocation (§§ 4-27-1402, -1404) |
Notify every shareholder and state dissolution purpose; meeting notice ordinarily 10-60 days. Default vote is majority of all votes entitled, unless articles/board require greater or voting groups. Written consent uses meeting threshold; nonvoting shareholders receive 10-day advance notice; no collection period stated (§§ 4-27-704, -705, -1402) |
Ordinary articles state name, authorization date, shareholder vote totals, and separate group totals; shortcut adds § 1401 recitals. Chair, president/other officer, qualifying incorporator, or court fiduciary signs. Effective on filing or delayed up to 90 days; $45 online/$50 paper (§§ 4-27-120, -123, -1401, -1403; SOS) |
Proof of franchise-tax payment accompanies filing. Current SOS requires Final Franchise Tax Report with articles: prior-year tax plus current-year minimum; form shows $150 stock/$300 nonstock minimum. No separate DFA clearance, publication, or employment-agency prerequisite shown (§ 4-27-120(i); § 26-54-105(d)(1); SOS) |
Existence continues only to wind up: collect assets, dispose of property, discharge or provide liabilities, then distribute remaining property by shareholder interests. Title, suits, pending proceedings, governance rules, and registered-agent authority continue (§ 4-27-1405) |
Optional known-claim process: at least 120 days to claim and 90 days to sue after rejection; excludes contingent/future-event claims. Optional one-time newspaper notice gives 5-year suit bar for unknown, unacted, contingent, and later-event claims; shareholder liability capped by pro rata share/distribution. No court-set reserve route stated (§§ 4-27-1406 to -1407) |
Revoke within 120 days by same authorization unless original approval allowed board-only action; file revocation articles plus dissolution copy, $150 paper, with relation back. No later terminal filing; corporation continues for winding up and proceedings (§§ 4-27-1404 to -1405; SOS) |
Domestic articles do not withdraw foreign registrations; an Arkansas-authorized foreign corporation obtains a separate withdrawal certificate. Deadlock, oppression/fraud, waste, creditor insolvency, or court-supervised voluntary dissolution uses § 4-27-1430, not the consensual route; bankruptcy remains separate (§§ 4-27-1430, -1520) |
| California verified 2026-08-21 | California General Corporation Law, voluntary winding-up Chapter 19 and dissolution effects Chapter 20; ordinary domestic stock corporation filings go to the Secretary of State (Cal. Corp. Code §§ 1900-2011) |
Within 12 months after articles: no shares, no business, no debts except stated tax treatment, investor payments returned, and assets distributed or none; majority directors or incorporators sign one certificate (§ 1900.5) |
No board proposal is required for the ordinary ≥50%-voting-power shareholder route. Board alone may elect only after Chapter 7 relief, after all assets were disposed of plus five years without business, or when no shares issued (§ 1900) |
≥50% of total voting power. Meeting notice generally 10-60 days and must state the dissolution proposal unless unanimous; written consent may use the same minimum, with prompt notice to nonconsenters. No separate class/series vote stated in § 1900 (§§ 601-603) |
File certificate of election forthwith, then majority-director certificate of dissolution after complete winding up; all-outstanding-share approval may combine the election recital into the terminal filing. Online only, Full Access required, no fee; powers cease on filing (§§ 1901, 1905; SOS) |
No advance FTB clearance certificate stated; dissolution certificate says final franchise-tax return has been or will be filed, and SOS notifies FTB. FTB directs a final current-year return with Final Return box and no California business afterward (§ 1905; FTB) |
Board keeps full winding-up power; ordinary business stops except beneficial wind-up or temporary goodwill preservation. Pay or adequately provide for known liabilities, then distribute remaining assets by shareholder rights (§§ 1903, 2001, 2004-2006) |
Mail commencement notice to nonapproving shareholders and all known creditors/claimants in the records. No fixed noncourt claim-bar period; guaranty/assumption and Controller deposit are nonexclusive provision methods, including unknown, contingent, contested, or unlocated claims (§§ 1903, 2005, 2008) |
Before any asset distribution, majority voting power may revoke and file a certificate; a 50% dissolution may face the § 2000 cash-buyout route. Dissolved corporation survives for winding up and suits; distributee exposure is capped and generally has a four-year shareholder-action ceiling (§§ 1902, 2000, 2010-2011) |
Domestic dissolution is not foreign surrender. Chapter 7 relief is one narrow board-election condition; superior court may supervise a voluntary wind-up, while involuntary dissolution is a separate Chapter 18 route (§§ 1900(b)(1), 1904; FTB Publication 1038) |
| Colorado verified 2026-08-22 | Colorado Business Corporation Act, Articles 101-117 of Title 7, with general entity filing, claim, and reinstatement rules in Article 90; file Articles of Dissolution online with the Secretary of State. The law separates pre-share, post-share, term-expiration, judicial, delinquent, reinstatement, and foreign-withdrawal routes (§§ 7-114-101 to -105, 7-90-901 to -1005) |
Available solely because no shares have issued; Colorado adds no no-business, no-debt, or asset-distribution test. Majority directors authorize, or majority incorporators if no directors were elected; the same Articles of Dissolution then state name, principal-office address, and that the corporation is dissolved (§§ 7-114-101, -103) |
After shares issue, board must adopt and ordinarily recommend the proposal; for conflict or special circumstances it may make no recommendation but must communicate the basis. Board may condition effectiveness on any basis (§ 7-114-102(2)-(3)) |
Give voting shareholders 10-60 days' meeting notice with the proposal or summary and identify dissolution as a purpose. Each separate voting group approves by majority of all votes entitled unless law, articles, shareholder-adopted bylaws, or board condition requires more. Unanimous written consent is available; articles may authorize minimum-vote consent completed within 60 days, followed by nonconsenter notice (§§ 7-107-104-.105, 7-114-102(4)-(5)) |
Online Articles state corporation name, principal street/mailing address, and that it is dissolved; filer supplies at least one individual's name/address and perjury affirmations, but no signature is a filing condition. $10, online only; effective on filing or at a stated time, with delay capped at 90 days (§§ 7-90-301, -301.5, -304, 7-114-103; SOS instructions/fees) |
No tax-clearance, final-return, good-standing, or periodic-report attachment appears in § 7-114-103 or the online Articles. Secretary records do not notify other agencies. DOR separately requires closing sales-tax accounts in good standing, final-return closure notice, and a closure request no later than 30 days after closing (SOS FAQ; DOR) |
Corporation continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and finish liquidation. Title, governance, transfers, and new or pending proceedings continue. The responsible manager must pay or reasonably provide for claims before owner distributions (§§ 7-114-105, 7-90-915) |
All are optional safe harbors. Direct notice may set a suit deadline at least 2 years after delivery for noncontingent pre-dissolution claims. One county publication bars claims unless suit starts by the later of 5 years after publication or 4 months after accrual. After publication, court-ordered security may cover contingent, unknown, and reasonably anticipated later claims (§§ 7-90-911 to -915) |
Section 7-114-104 revocation is repealed. A delayed filing may be revoked before effectiveness by statement of correction. After effectiveness, any dissolved domestic corporation may file $100 Articles of Reinstatement; default approval tracks dissolution, 2-year-old cases add authority affidavit/photo ID, and effect relates back subject to reliance rights. No later termination filing; existence continues for winding up (§§ 7-90-304(3), -305, -1001 to -1005; § 7-114-105; SOS fees) |
A foreign entity uses a separate Statement of Foreign Entity Withdrawal under § 7-90-806. Deadlock, oppression/fraud, waste, abandonment, creditor insolvency, or court-supervised voluntary liquidation use §§ 7-114-301 to -304; the Secretary says judicially dissolved entities cannot reinstate. Delinquency, receivership, bankruptcy, merger, and conversion are separate routes |
| Connecticut verified 2026-08-22 | Connecticut Business Corporation Act, Conn. Gen. Stat. Chapter 601; ordinary domestic stock-corporation voluntary routes are §§ 33-880 to 33-887b, filed with the Secretary of the State. Administrative, judicial, nonstock, foreign-withdrawal, and insolvency routes are separate |
Available if either no shares have issued or business has not commenced. Majority incorporators or initial directors authorize; no debt remains; if shares issued, net assets remaining after wind-up were distributed. Certificate states name, the qualifying alternative, debt/distribution facts, and majority approval (§ 33-880) |
Board proposes and recommends dissolution unless conflict/special circumstances or § 33-754 appraisal treatment applies; it transmits the basis for no recommendation. Submission may be conditioned on any basis (§ 33-881(a)-(c)) |
Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Default is a majority of all votes entitled, subject to a greater or voting-group requirement; pre-1997 corporations default to two-thirds of each voting group unless the certificate says otherwise. Written action is unanimous unless the certificate opts into the meeting minimum, with a 60-day collection period and 10-day notices (§§ 33-698; 33-699; 33-881(d)-(f)) |
Certificate states name, authorization date, and shareholder due-approval statement if applicable. Chair, president, another officer, pre-board incorporator, or court fiduciary signs; no seal, attestation, acknowledgment, or verification is required. File online or by paper/digital mail; current fee $0. Filing-effective or delayed to a stated time/date, with no numeric cap stated (§§ 33-608; 33-610; 33-882; Business.CT.gov) |
No tax statement accompanies dissolution, but no final liquidating owner distribution may occur until current Revenue Services and unemployment-administrator statements show taxes/contributions paid, not owed, or adequately secured. Current guidance separately directs final returns, tax-account closure, unemployment closure, and CT Paid Leave notice when applicable (§ 33-885; Business.CT.gov) |
Corporate existence continues without a stated fixed end, but only to collect/dispose of assets, discharge or provide for liabilities, distribute the remainder by interests, and finish liquidation. Title, shares, governance, proceedings, registered-agent authority, and corporate rather than automatic shareholder ownership/liability continue (§§ 33-884; 33-887b) |
Optional known-claim notice gives at least 120 days to submit and 90 days after rejection to sue. Optional one-time county publication creates a 3-year enforcement deadline for covered unknown, unacted-on, contingent, and later-event claims. A publishing corporation may seek court-set security; directors must pay or reasonably provide for claims before distributions (§§ 33-886 to 33-887b) |
Revoke within 120 days by the same authorization method unless the original approval reserved board-only revocation; file a $50 certificate stating name, dissolution and revocation dates, route, and approval. Effect relates back and business resumes. No later terminal filing or fixed survival period is stated (§§ 33-883; 33-884; Business.CT.gov) |
Domestic dissolution does not withdraw registrations elsewhere or close tax, payroll, benefit, license, permit, contract, title, account, or assumed-name records. A foreign corporation separately obtains a Connecticut withdrawal certificate. Contested, deadlocked, creditor-insolvent, court-supervised, administrative, receivership, and bankruptcy matters use other routes (§ 33-932) |
| Delaware verified 2026-08-22 | Delaware General Corporation Law, 8 Del. C. ch. 1, Subchapter X; ordinary domestic stock corporation files a certificate with the Secretary of State, Division of Corporations (§§ 274-275) |
Available if EITHER no shares issued OR the organized business never began. Majority incorporators or directors file a certificate; capital-return, debt-payment, and stock-certificate conditions depend on which fact applies (§ 274). $224 current fee |
Majority of the whole board adopts a dissolution resolution at a meeting called for that purpose. The resolution may reserve board authority to abandon after stockholder authorization (§ 275(a), (e)) |
Meeting route: 10-60 days' notice and majority of all outstanding stock entitled to vote. Charter may require a greater or class/series vote. Alternative: written consent of ALL stockholders entitled to vote, without director action (§§ 102, 222, 275) |
Certificate states name, authorization date/method, all directors/officers and addresses, original incorporation date, and Delaware-service agreement/address. Authorized officer ordinarily signs; effective on filing or delayed ≤90 days. $224, or $50 statutory short form if strict no-assets/minimum-tax tests are met (§§ 103, 275, 391; Division forms) |
Before dissolution, pay franchise taxes through the entire effective calendar month and file all annual reports, including the final report for the effective year. Division forms require tax/report clearance before filing; no separate revenue-clearance certificate is stated (§ 277; forms) |
Corporation continues 3 years, or longer by Chancery, only for suits and winding up: settle business, dispose of property, discharge liabilities, and distribute the remainder. Claims are paid/provided by priority before residual stockholder distributions (§§ 278, 281) |
Optional § 280 safe harbor: ≥60-day claim deadline, publication weekly for 2 weeks, certified/registered mail to known claimants, 90-day rejection and 120-day suit clocks, plus Chancery security. Nonusers adopt a § 281(b) plan covering known, pending, contingent, and likely 10-year claims |
Before the 3-year winding-up period (or Chancery extension) expires, board recommends and dissolution-date stockholders approve by majority vote or § 228 consent; file a $189 certificate and intervening reports/taxes. Effective filing restores business. Timely proceedings continue beyond 3 years (§§ 278, 311) |
Domestic dissolution does not withdraw foreign registrations or resolve bankruptcy, creditor priority, contested ownership, or judicial dissolution. Chancery may appoint trustees/receivers at any time for unfinished business; foreign withdrawal uses a separate Division filing (§ 279; Division forms) |
| District of Columbia verified 2026-08-22 | D.C. Business Corporation Act, D.C. Code §§ 29-312.01 to -.09; ordinary domestic corporation authorizes dissolution, files articles with the Mayor/DLCP, then continues for winding up |
Majority of incorporators or initial directors may file if EITHER no shares issued OR business never commenced; no debt may remain, and net assets must be distributed if shares were issued (§ 29-312.01) |
Board may propose dissolution and must recommend it unless conflict/special circumstances justify no recommendation and the basis is communicated; submission may be conditioned (§ 29-312.02(a)-(c)) |
Notify every shareholder; meeting notice is 10-60 days and states dissolution purpose. Default: majority-entitled-vote quorum, votes for exceed votes against. Default written consent is unanimous; articles may allow meeting-equivalent consent within 60 days plus 10-day notices (§§ 29-305.04, -.05, -.25; 29-312.02) |
$220 Articles of Dissolution state name, authorization date, and shareholder-approval recital if applicable; authorized person/agent signs. File online or by mail with DLCP; effective on filing or a permitted later time/date, no more than 90 days later (§§ 29-102.01, -.03; 29-312.03; Form DBU-7) |
No tax-clearance attachment appears in § 29-312.03 or Form DBU-7. Filing fee is $220; dissolution does not end tax/licensing obligations, and biennial reporting is a separate Title 29 duty (§ 29-102.11; DLCP fee schedule and Form DBU-7) |
Corporation continues but only to collect/dispose assets, discharge or provide for liabilities, distribute remaining property by shareholder interests, sue or defend, and complete liquidation; title and registered-agent authority continue (§ 29-312.05) |
Optional known-claim notice: ≥120-day response and 90 days to sue after rejection; excludes contingent/post-dissolution-event claims. Optional one-time District newspaper notice creates a 3-year suit bar; published-notice users may seek court-set security (§§ 29-312.06 to -.09) |
Revoke within 120 days by the same authorization route unless board-only revocation was reserved; file $220 articles plus dissolution copy, effective with relation back. No later terminal filing or fixed survival period: corporate existence, suits, title, and agent continue for winding up (§§ 29-312.04 to -.05) |
Domestic voluntary dissolution does not withdraw a foreign registration or replace court-supervised dissolution, insolvency, deadlock, oppression, receivership, or bankruptcy procedure. D.C. foreign withdrawal requires a separate statement (§§ 29-105.07, -.09; 29-312.20) |
| Florida verified 2026-08-21 | Florida Business Corporation Act, Chapter 607; ordinary domestic profit corporation files articles of dissolution with the Department of State, then winds up (Fla. Stat. §§ 607.1401-.1410) |
If no shares have been issued, board or majority incorporators if no board may dissolve after all debt is paid and remaining net assets are distributed; articles recite those facts (§ 607.1401) |
Board first authorizes and normally recommends dissolution; it may explain a conflict/special-circumstance no-recommendation and may condition shareholder approval or effectiveness (§ 607.1402(1)-(3)) |
Meeting notice to every shareholder 10-60 days before and states dissolution purpose. Default majority of all votes entitled; articles or board condition may require greater/group vote. Written consents may use meeting threshold, arrive within 60 days, and trigger 10-day nonconsenter notice (§§ 607.0704-.0705, 607.1402) |
Articles state name, authorization date, and shareholder-approval recital if applicable; director, president/officer, incorporator, or court fiduciary signs. $35 by mail; effective on acceptance or a permitted delayed date/time no later than day 90 (§§ 607.0120, 607.0122-.0123, 607.1403; Forms CR2E012/012A) |
No tax-clearance attachment appears in § 607.1403 or the current forms. Closing a DOR account is separate; cancellation/inactivation requires a final return and applicable tax within 15 days. A current annual report matters if later filing revocation (DOR instructions; Form CR2E008) |
Existence continues solely for winding up: collect assets, dispose of property, discharge or provide for liabilities, distribute remainder by shareholder interests, litigate, and complete necessary acts (§§ 607.1405, 607.1410) |
Optional known-claim notice gives ≥120 days and a later 120-day suit period. Optional DOS notice or two weekly publications creates a 4-year bar for other claims; court-set security is available for contingent, unknown, and later-event claims (§§ 607.1406-.1409) |
Revocation must be authorized through the original route and filed within 120 days after dissolution, then relates back. No later terminal filing: dissolved existence continues for winding up; proceedings and title survive, with claim bars governed by the chosen procedure (§§ 607.1404-.1408) |
Domestic articles do not withdraw foreign registrations. Creditor insolvency, deadlock/oppression, receivership, court-supervised voluntary dissolution, administrative dissolution/reinstatement, and foreign withdrawal use separate statutory routes (§§ 607.1420, 607.1430, 607.1520) |
| Georgia verified 2026-08-22 | Georgia Business Corporation Code, O.C.G.A. §§ 14-2-1401 through 14-2-1410; an operating domestic profit corporation uses notice-of-intent, winding-up, and later articles-of-dissolution filings with the Secretary of State |
Available if either no shares issued or no business commenced. Majority incorporators or initial directors approve; no debt remains unpaid; distribute net assets if shares issued; file articles reciting the route and facts (§ 14-2-1401) |
Board proposes and ordinarily recommends approval; for conflicts or special circumstances it may give the basis for no recommendation or a rejection recommendation. Board may condition submission. Revocation before final articles uses the same approval unless the original authorization reserved board-only revocation (§§ 14-2-1402, 14-2-1404) |
10-60 days' meeting notice stating dissolution purpose; default quorum is majority of entitled votes per voting group. Approval is majority of all votes entitled, unless articles or board condition requires greater or group voting. Written consent is unanimous unless articles allow the meeting threshold; 60-day collection and ≤10-day nonconsenter/nonvoter notice (§§ 14-2-704, 14-2-705, 14-2-725, 14-2-1402) |
Operating route files CD 410 Notice (name, authorization date, approval recital, publication undertaking), then CD 412 Articles after liabilities/assets/pending actions are resolved. Officer, chair, court fiduciary, or attorney-in-fact signs. Each filing: free online or $10 paper; delayed effect up to 90 days (§§ 14-2-1403, 14-2-1408; SOS) |
Annual registration and required fees must be current before voluntary dissolution under SOS rules/FAQ. DOR separately requires filed returns, a final state return with explanation and final-return box, and closure requests for applicable tax accounts; no DOR clearance certificate is named in §§ 14-2-1401-.1408 |
Notice filing preserves existence only for winding up: collect/dispose assets, discharge or provide for liabilities, distribute remainder by shareholder interests, and finish other liquidation acts. Final articles require paid/provided known debts, distributed/provided assets, and no pending actions or provision for judgments (§§ 14-2-1405, 14-2-1408) |
Known-claim notice is optional after intent filing: ≥6 months to claim, acceptance/rejection within 6 months after deadline, and 1 year after rejection to sue; excludes contingent/later claims. Publication is mandatory and may add optional unknown-claim language: 2-year ordinary bar and later of 2 years after articles or 5 years after publication for contingent/later claims (§§ 14-2-1403.1, 14-2-1406-.1407) |
Before final articles, file notice of revocation; effective on filing and relates back to intent filing. Final articles end existence except claim/remedy work, deeds, and proceedings. Pre-dissolution corporate remedies survive if pending or begun within 2 years (§§ 14-2-1404, 14-2-1408, 14-2-1410) |
A foreign corporation needs a separate certificate of withdrawal under § 14-2-1520. Judicial dissolution and court-supervised liquidation are separate under §§ 14-2-1430-.1433; administrative dissolution, insolvency, merger, and conversion are outside this consensual solvent route |
| Hawaii verified 2026-08-22 | Hawaii Business Corporation Act, HRS ch. 414; ordinary domestic for-profit corporation files Articles of Dissolution with DCCA's Business Registration Division (HRS §§ 414-1, 414-381 to -387) |
Majority of incorporators or initial directors may act if either no shares issued or business never commenced. No debt may remain; if shares issued, remaining net assets must already be distributed. DC-10 recites each fact (HRS § 414-381; Form DC-10) |
Board proposes dissolution, ordinarily recommends it, and communicates why conflict or special circumstances support no recommendation. Board may condition submission (HRS § 414-382(a)-(c)) |
Notify every shareholder 10-60 days before the meeting and state dissolution as a purpose. Post-June 1987 corporations need a majority of all entitled shares; older corporations need three-fourths, reducible by articles no lower than majority. Required classes vote separately. Written consent is unanimous (HRS §§ 414-124 to -125, 414-382(d)-(f)) |
Articles state name, authorization date, vote totals, and separate voting-group results; DC-10 adds shortcut recitals. Ordinary DC-13 uses an officer; § 414-11 also authorizes the chair, qualifying incorporator, or fiduciary. File with DCCA; $25. Effective on filing or a stated time/date no more than 30 days later (HRS §§ 414-11, -13 to -14, 414-383; Forms DC-10/DC-13) |
No good-standing, annual-report, Department of Taxation clearance, final-return, or permit-cancellation attachment is listed in § 414-383 or current DC-10/DC-13. The $25 articles filing does not itself close separate tax, payroll, license, or permit accounts |
Dissolved corporation continues only to wind up: collect assets, dispose of property, discharge or provide for liabilities, distribute remaining property by shareholder interests, litigate, and complete liquidation. Title, proceedings, and agent authority remain (HRS § 414-385) |
Optional known-claim procedure: at least 120 days to claim and 90 days after rejection to sue; contingent and later-event claims are excluded. Optional one-time county newspaper publication creates a 5-year action bar for covered unknown, unacted-on, contingent, and later-event claims. No court-security procedure is stated (HRS §§ 414-386 to -387) |
Revoke within 120 days by the original authorization route unless board-only revocation was reserved; file $25 Articles of Revocation with the dissolution articles. A name conflict requires an amendment. Effect relates back and business resumes. No later terminal filing or fixed survival period is stated (HRS §§ 414-384 to -385; Form DC-12) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, payroll, licenses, permits, contracts, titles, accounts, or trade names. A Hawaii-authorized foreign corporation separately obtains a Certificate of Withdrawal. Insolvent-creditor, deadlock, oppression, fraud, waste, judicial, administrative, receivership, and bankruptcy routes are separate (HRS §§ 414-401, -411, -451) |
| Idaho verified 2026-08-22 | Idaho Business Corporation Act, Idaho Code ch. 30-29; ordinary domestic for-profit corporation and Secretary of State filing (§§ 30-29-101, -140(5), -1401 to -1409) |
Majority of incorporators or initial directors may act if either no shares issued or business never commenced. No debt may remain; if shares issued, remaining net assets must already be distributed. Articles recite each fact (§ 30-29-1401) |
Board first adopts a dissolution resolution, ordinarily recommends approval, and discloses why it makes no recommendation because of conflicts, special circumstances, or § 30-29-826. Board may condition shareholder approval or effectiveness (§§ 30-29-1402, -824) |
Notify every shareholder 10-60 days before a meeting and state dissolution as a purpose. Default quorum is a majority of entitled votes; votes for must exceed votes against. Written consent defaults unanimous, but articles may authorize meeting-minimum consent with 60-day collection and 10-day notices. No automatic separate-group vote (§§ 30-29-704 to -705, -725, -1402) |
Articles state name, authorization date, and shareholder-approval recital; shortcut articles add incorporation date and eligibility/debt/distribution recitals. Ordinary paper form uses an officer; shortcut form uses an incorporator or initial director. File with SOSBiz or on paper. $0 base/$20 paper; filing-effective or delayed up to 90 days (§§ 30-29-120, -123, -1401, -1403; 30-21-201, -203, -209, -214; SOS) |
No good-standing, annual-report, Tax Commission clearance, final-return, or permit-cancellation attachment is listed for Articles of Dissolution. Tax permits/accounts are canceled separately through TAP or the Tax Commission request form; other reports and accounts remain separate (SOS; Tax Commission) |
Corporate existence continues only for winding up: collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder, litigate, and complete liquidation. Title stays with the corporation and pending/new proceedings continue (§ 30-29-1405) |
Optional known-claim notice: at least 120 days to claim and 90 days after rejection to sue; it excludes contingent and later-event claims. Optional publication once or website posting for 30 days covers other claims, but current § 1407 inconsistently requires a 2-year warning while stating a 3-year bar. After notice, court security may cover contingent, unknown, and later-event claims (§§ 30-29-1406 to -1409) |
Revoke within 120 days using the original authorization route unless board-only revocation was reserved; file $30-base Articles of Revocation with the dissolution articles. Effect relates back and business resumes. No later terminal filing or fixed survival period is stated; existence continues for winding up (§§ 30-29-1404 to -1405; 30-21-214) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, permits, assumed names, contracts, titles, accounts, or licenses. Idaho foreign registration uses a separate withdrawal statement. Insolvent-creditor, deadlock, oppression, fraud, waste, abandoned-business, receivership, judicial, administrative, and bankruptcy routes are outside this consensual solvent process (§§ 30-21-507, -601 to -604; 30-29-1430 to -1434) |
| Illinois verified 2026-08-22 | Illinois Business Corporation Act of 1983, 805 ILCS 5/12.05-.30 and 12.75-.80; an ordinary domestic corporation files Articles of Dissolution with the Secretary of State after using the applicable incorporator, director, or shareholder route |
Before any shares issue, majority incorporators (if no initial directors) or majority initial directors may approve after returning subscriptions less expenses, leaving no unpaid debt, and giving all incorporators/directors at least 3 days' written notice (§ 12.05) |
Ordinary route: board resolution may propose dissolution with or without a recommendation. Holders of at least 20% of entitled votes may propose; if the board refuses or fails to call a meeting for over 1 year, the proposers may call it. Unanimous written shareholder consent needs no board action (§§ 12.10, 12.15) |
Meeting notice to every shareholder, voting or not, 20-60 days before; default quorum majority of entitled votes, never below one-third. Default approval is two-thirds of all entitled votes and each voting class; articles may set not less than majority. Section 7.10 also permits meeting-threshold written consent with 5-day advance and prompt post-action notice (§§ 7.10, 7.15, 7.60, 12.15) |
File duplicate BCA 12.20 Articles stating name, authorization date and route, process address, issued shares, paid-in capital, and unpaid-fee/franchise-tax data. Current form uses an authorized officer, with majority shortcut signatures where applicable; $5; effective when filed (§§ 1.10, 12.20, 15.10) |
No separate Revenue clearance certificate is named in §§ 1.10 or 12.20; all Secretary of State fees, taxes, and charges must be tendered, and the form warns that applicable franchise taxes, penalties, and interest must be paid. IDOR separately requires contact about tax liabilities and final-return boxes where available |
Filing terminates corporate existence except for winding up: collect and dispose of assets, give § 12.75 notice and discharge or provide for liabilities, distribute the remainder by shareholder interests, transfer title, continue suits, and finish pending proceedings (§ 12.30) |
Optional known-claim bar: send notice within 60 days after dissolution, allow at least 120 days from dissolution to claim, and after rejection allow at least 90 days to sue. It excludes contingent, after-arising, tax, and criminal claims (§ 12.75) |
Revoke within 60 days after dissolution under § 12.25's asset-distribution/court-supervision condition; board or qualifying incorporators act without shareholders, then file revocation articles. Filing relates back. Civil remedies survive up to 5 years, but no shorter limitation is extended (§§ 12.25, 12.80) |
An Illinois-authorized foreign corporation follows the separate § 13.45 withdrawal route. Creditor, Attorney General, or corporation-initiated court dissolution is separate under § 12.50; this consensual domestic filing does not replace those proceedings |
| Indiana verified 2026-08-22 | Indiana Business Corporation Law, especially IC 23-1-45, with cross-entity filing rules in IC 23-0.5; an ordinary domestic business corporation files Articles of Dissolution with the Secretary of State (§§ 23-1-45-1 to -7) |
Available if either no shares have issued or business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid, and net assets after winding up must be distributed if shares issued (§ 23-1-45-1) |
Board proposes and recommends dissolution unless conflict or special circumstances justify no recommendation and the basis is communicated. Submission may be conditioned on any basis (§ 23-1-45-2(a)-(c)) |
Notify every shareholder 10-60 days before the meeting and state the dissolution purpose. Default approval is a majority of all votes entitled; articles or board may require more or voting groups. Written consent may use that minimum unless articles opt out or voting shares are SEC-registered; collect within 60 days and notify nonvoters/nonconsenters within 10 days (§§ 23-1-29-4, -5; 23-1-45-2) |
Articles state name, authorization date, and shareholder vote totals by required group. Authorized signer states name/capacity; hand, mail, or electronic filing; $20 electronic/$30 other; effective on filing or delayed up to 90 days (§§ 23-0.5-2-1, -3; 23-0.5-9-4; 23-1-45-3) |
No advance tax-clearance attachment to SOS filing. After authorization, give DOR and DWD notices: file returns/payments and prescribed notifications within 30 days; optional clearances release the stated officer/director personal liability. DOR also uses IT-966 and BC-100 (§§ 6-8.1-10-9; 22-4-32-23; 23-1-45-2(f)) |
Existence continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute remaining property by shareholder interests, and finish liquidation. Title, governance, suits, pending proceedings, and registered-agent authority continue (§ 23-1-45-5) |
Optional known-claim notice gives at least 60 days to dispute the corporation's stated amount, 90 days to sue after rejection, and requires tender of the stated amount within 30 days after the first listed trigger; it excludes contingent/later claims. Optional one-time newspaper notice creates a 2-year suit bar for listed claimants, including contingent/later claims; shareholder exposure is capped at distributions (§§ 23-1-45-6, -7) |
Revoke within 120 days using the same authorization unless board-only revocation was reserved; file Articles of Revocation plus the dissolution copy for the same $20/$30 fee, and effectiveness relates back. No later voluntary termination filing; corporate existence continues for winding up, claims, proceedings, title, and agent authority (§§ 23-0.5-9-5; 23-1-45-4, -5) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or assumed names. An Indiana-registered foreign entity files a separate Statement of Withdrawal; deadlock, insolvency-creditor, court-supervised voluntary, and other judicial cases use Chapter 47 (§§ 23-0.5-5-7, -9; 23-1-47-1) |
| Iowa verified 2026-08-22 | Iowa Business Corporation Act, Iowa Code Ch. 490, Part 14; Secretary of State; incorporator/initial-director shortcut or ordinary board-shareholder articles route (§§ 490.1401-.1409) |
Majority incorporators or initial directors may file if either no shares issued or business not commenced, no debt remains unpaid, and remaining net assets were distributed if shares issued (§ 490.1401) |
Board first adopts authorizing resolution and recommends approval unless conflict/special circumstances or § 490.826 applies; basis must be disclosed and board may set approval/effectiveness conditions (§ 490.1402(1)-(3)) |
Meeting notice to every shareholder, 10-60 days, stating dissolution purpose. Default meeting rule: majority-vote quorum and votes cast for exceed against; articles/bylaws/board may require greater quorum/vote or groups. Written consent defaults to 90%, with eligible articles-set meeting threshold, 60-day collection, and 10-day after-action notice (§§ 490.704, .705, .725-.726, .1402) |
Shortcut articles include name, incorporation date, eligibility, debt/asset, and majority-authorization recitals; ordinary articles include name, authorization date, and due-approval statement. Chair, president/officer, qualifying incorporator or court fiduciary signs; file with Secretary, immediate or up to 90-day delay (§§ 490.120, .123, .1401, .1403) |
No tax-clearance or report attachment stated for articles; filing fee $5 and no prescribed SOS form. Separately cancel Iowa tax permits/accounts and file returns through the cancellation date (§§ 490.122, .1403; SOS and DOR guidance) |
Existence continues only to wind up: collect/dispose of assets, discharge or provide for liabilities, then distribute remaining assets. Directors must pay or provide for claims before liquidation distributions; suits and title continue (§§ 490.1405, .1409) |
Optional known notice: at least 120 days; rejected claimant has 90 days to sue. Optional one-time newspaper or 30-day website notice gives a 3-year bar. After publication, district court may set security for contingent, unknown, and anticipated later claims; record contingent claimants get notice within 10 days (§§ 490.1406-.1408) |
Revoke within 120 days by same authorization unless original approval allowed board-only action; file $5 articles plus dissolution copy, with relation back. No voluntary-reinstatement or later terminal filing stated; corporation survives for winding up and claims (§§ 490.1404-.1405, .1422) |
Domestic dissolution does not itself close foreign registrations; Iowa separately requires a dissolved registered foreign corporation, after winding up, to file a withdrawal statement. Deadlock, oppression/fraud, waste, insolvency creditor cases, abandonment, or court-supervised winding up use § 490.1430 |
| Kansas verified 2026-08-22 | Kansas General Corporation Code; ordinary solvent domestic for-profit stock corporation; Secretary of State Certificate of Dissolution under ordinary § 17-6804 or shortcut § 17-6803 |
Available if no shares issued OR business not begun. Majority incorporators, or majority named/elected directors, file a certificate reciting capital return, debt payment where applicable, stock-certificate cancellation where applicable, and surrender of rights/franchises (§ 17-6803) |
Majority of the whole board adopts an advisable-dissolution resolution at a meeting called for that purpose. The resolution may let the board abandon after shareholder approval without another shareholder action (§ 17-6804(a), (e)) |
10-60 days' special-meeting notice stating the purpose; majority of all outstanding stock entitled to vote. With board action, general written consent may use the meeting minimum unless articles opt out; without board action, all voting stockholders must consent (§§ 17-6804, 17-6512, 17-6518) |
DS states name, authorization date and route, and directors'/officers' names and postal addresses; authorized officer or statutory fallback signs under perjury. $30 online/$35 paper; effective on filing or a delayed date up to 90 days (§§ 17-6804(d), 17-7908 to -7911; Form DS) |
All state-assessable corporate fees must be paid; SOS requires good-standing/registered status, a delinquent information report, or reinstatement after forfeiture. No Revenue clearance attachment is listed; separately notify Revenue on CR-108, bring filings current, and pay outstanding tax (§ 17-6806; SOS; KDOR) |
Continues 3 years, or longer by court order, only to litigate, settle and close, convey property, discharge liabilities, and distribute remainder; timely proceedings continue through execution. Claims/security precede stockholder distributions (§§ 17-6807, 17-6810) |
Optional formal safe harbor: at least 60 days to claim; 2-week publication plus certified/registered mail to known claimants; 90-day rejection and 120-day suit clock; security for contingent, pending, and likely 5-to-10-year claims. Without it, adopt a plan covering known, pending, and likely 10-year claims (§§ 17-6808a, 17-6810) |
Ordinary § 17-6804 dissolution may be revoked within the 3-year survival period or court extension: board recommendation, majority of stock outstanding and entitled at dissolution or § 17-6518 consent, then certificate filing. Section 17-7001 does not name shortcut § 17-6803 dissolution; no later terminal filing follows ordinary dissolution (§§ 17-6807, 17-7001) |
Domestic dissolution is separate from foreign-registration withdrawal; Kansas itself requires a foreign covered entity's cancellation/withdrawal filing. Court receivers, two-equal-owner relief, attorney-general forfeiture, insolvency, and creditor priority are outside this consensual solvent route (§§ 17-6804(g), 17-6808, 17-6812, 17-7936) |
| Kentucky verified 2026-08-22 | Kentucky Business Corporation Act, KRS Chapter 271B, chiefly Subtitle 14, plus Chapter 14A filing rules; an ordinary domestic corporation files Articles of Dissolution with the Secretary of State. Voluntary, administrative, judicial, and foreign-withdrawal routes are separate (KRS § 271B.14-010; § 271B.14-030; § 271B.14-300; SOS dissolution guidance) |
Available if either no shares have issued or business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid and, if shares issued, net assets remaining after winding up must be distributed. Articles state name, incorporation date, eligibility choice, debt/distribution facts, and majority authorization (KRS § 271B.14-010; Form IPD) |
Board proposes dissolution and recommends it unless conflict or special circumstances justify no recommendation and the basis is communicated. The board may condition submission on any basis. Revocation uses the same authorization method unless the original authorization reserved board-only revocation (KRS § 271B.14-020; § 271B.14-040) |
Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Unless articles or board condition requires more or group voting, approval is a majority of all votes entitled to be cast. Written action defaults to unanimity; articles may permit at least 80%, or a higher applicable threshold, with 10-day advance notice to nonvoters whose consent is not solicited and prompt notice to nonconsenters (KRS § 271B.7-040; § 271B.7-050; § 271B.14-020) |
Ordinary articles state name, authorization date, entitled votes, votes for/against or undisputed-for recital, and separate group figures if required. Chair, president, another officer, authorized representative, pre-director incorporator, or court fiduciary may execute. Current forms require an officer/chair signature under perjury and one copy by mail/in person. $40 filing; current forms take effect on filing, while a custom filing may use Chapter 14A's delayed date up to 90 days (KRS § 14A.2-020; § 14A.2-070; § 271B.14-030; Forms DIS/IPD) |
No Revenue clearance, final return, unemployment letter, or good-standing certificate accompanies the articles. SOS immediately forwards a copy to Revenue, and dissolution does not alter federal/state return, payment, assessment, or collection duties. SOS separately recommends contacting Revenue, Unemployment Insurance, county, and licensing agencies. Revocation costs $15 (KRS § 271B.1-220; § 271B.14-030; § 271B.14-050; SOS guidance) |
Dissolved corporation continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute remaining property by shareholder interests, and complete winding up. Title, share transfers, governance rules, suits, pending proceedings, and registered-agent authority continue; tax duties also remain. No later terminal filing is stated (KRS § 271B.14-050) |
Both procedures are optional. Known-claim notice gives at least 120 days to submit and 90 days after rejection to sue; contingent, later-event, and federal/state tax claims are excluded. One county publication creates a two-year enforcement bar for unnotified, unacted-on, contingent, and later-event claims. Claims may reach undistributed assets or a shareholder up to the lesser of pro rata claim share or liquidation assets received (KRS § 271B.14-060; § 271B.14-070) |
Revoke within 120 days by the original authorization method unless board-only action was reserved; file $15 Articles of Revocation plus the dissolution articles. Effect relates back to dissolution and business continues as if dissolution or revocation never occurred. Chapter 271B states no later termination filing or fixed survival period: corporate existence, property title, governance, agent authority, liabilities, claims, and proceedings continue for winding up (KRS § 271B.14-040; § 271B.14-050; § 271B.1-220; § 14A.7-030) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or assumed names. A foreign entity separately files a Certificate of Withdrawal. Director/shareholder deadlock, illegal or fraudulent control, insolvent-creditor claims, receivership/custodianship, or court-supervised voluntary dissolution use judicial routes (KRS § 271B.14-300; SOS dissolution guidance) |
| Louisiana verified 2026-08-22 | Louisiana Business Corporation Act, La. R.S. 12:1-101 et seq., chiefly Part 14; an ordinary domestic corporation uses Articles of Dissolution, continued winding up, and later Articles of Termination. Section 12:1-1401 is reserved, while § 12:1-1441 supplies a separate direct simplified-termination route (La. R.S. § 12:1-1401; § 12:1-1403; § 12:1-1440; § 12:1-1441) |
No model-act pre-share dissolution exists because § 12:1-1401 is reserved. Direct simplified termination instead requires all three facts: no debts, no immovable property, and either no issued shares or no business. If no shares, a majority of initial directors—or incorporators if none named—authorizes; if shares issued, use § 12:1-1402 or unanimous shareholder consent. The filing recites eligibility, authorization, and any net-asset distribution (La. R.S. § 12:1-1401; § 12:1-1441) |
Board proposes dissolution and must recommend it unless conflict or special circumstances justify no recommendation and the basis is communicated. Shareholders then approve, and the board may condition submission on any basis. A board-authorized revocation may occur only if the original authorization reserved that route (La. R.S. § 12:1-1402; § 12:1-1404) |
Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Unless articles or a board condition requires more or voting groups, approval is at least a majority of votes entitled to be cast. Written action defaults to unanimous consent; articles may authorize meeting-equivalent consent, with a 60-day collection window and 10-day after-action notice to nonvoters/nonconsenters (La. R.S. § 12:1-704; § 12:1-705; § 12:1-1402) |
Articles of Dissolution state name, authorization date, and shareholder-approval recital if applicable. Chair, president, another officer, pre-director incorporator, or court fiduciary signs and states capacity; dissolution, revocation, and termination articles require acknowledgment or authentic act. Printed delivery is allowed and electronic/online delivery only as SOS permits. Effect is on accepted receipt, stated same-day time, or a delayed time/date up to 90 days; dissolution occurs on the articles' effective date (La. R.S. § 12:1-120; § 12:1-123; § 12:1-1403) |
No tax-clearance certificate or final report is listed as an attachment to dissolution or termination articles. Instead, SOS must notify Revenue, Environmental Quality, and the Employment Security Law administrator when dissolution articles are filed. Articles of Dissolution and simplified termination cost $75 through Sept. 30, 2026 and $95 on Oct. 1; the ordinary later termination is not in that named list and falls under the $20/$25 other-document charge (La. R.S. § 12:1-1403; § 49:222; 2026 Act 921) |
Dissolved corporation continues only to wind up: collect and dispose of assets, discharge or reasonably provide for liabilities, distribute the remainder by shareholder interests, and complete necessary acts; a business segment may continue temporarily for going-concern sale. The board is responsible and may distribute only after paying or reasonably providing for every obligation. Title, governance, shares, proceedings, and agent authority continue until termination (La. R.S. § 12:1-1405; § 12:1-1409) |
Both procedures are optional. Known-claim notice gives at least 120 days to claim and at least 90 days after rejection to sue; it excludes contingent and later-event claims. One parish publication creates a three-year peremption period for all broader claims. A publishing corporation may seek court-set security, with notice within 10 days to recorded contingent claimants; shareholder exposure is capped at liquidation assets received and enforcement is perempted two years after distribution (La. R.S. § 12:1-1406; § 12:1-1407; § 12:1-1408; § 12:1-1409) |
An unterminated corporation may revoke dissolution within 120 days by the original authorization method unless board-only revocation was reserved; file acknowledged Articles of Revocation, and effect relates back. After winding up, board or appointed liquidator files Articles of Termination reciting payment/provision and distribution; a liquidator attaches the court order. Termination ends juridical personality except for pending proceedings, undistributed assets, undischarged obligations, and specified property disposition. Eligible nonjudicial terminations may be reinstated within five years, distinct from revocation (La. R.S. § 12:1-1404; § 12:1-1440; § 12:1-1443; § 12:1-1444; § 12:1-1445) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or trade names. A Louisiana-authorized foreign corporation separately obtains a Certificate of Withdrawal after agency tax/charge clearances. Deadlock, insolvent-creditor claims, abandonment, oppression proceedings, receivership/liquidation, or court-supervised voluntary dissolution use judicial routes (La. R.S. § 12:312; § 12:1-1430) |
| Maine verified 2026-08-22 | Maine Business Corporation Act, 13-C M.R.S.; ordinary domestic for-profit corporation files Articles of Dissolution with the Secretary of State, Division of Corporations, UCC and Commissions (§§ 1401-1410; Forms MBCA-11/11I) |
Majority of incorporators or initial directors may act if either no shares issued or business not commenced. No debt may remain, including the required annual report; if shares issued, remaining net assets must be distributed. File MBCA-11I (§ 1401) |
Board proposes and ordinarily recommends dissolution; it may withhold a recommendation for conflict/special circumstances or the Act's cross-referenced route, must explain why, and may condition submission (§ 1402(1)-(3)) |
Notify every shareholder 10-60 days before the meeting (3-day minimum for a close corporation) and identify dissolution as a purpose. Each voting group ordinarily approves by majority of all votes entitled; articles may lower this no further than majority of votes cast with majority quorum. Articles may permit meeting-minimum consent within 60 days, but only consent of all shareholders eliminates the board proposal (§§ 704-705, 1402-1403) |
MBCA-11 states original incorporation date, authorization date, effective date, and shareholder approval. Authorized officer or clerk signs. $75; mail the form, with +$50 next-business-day or +$100 same-day service optional. Effective on filing or a stated date/time ≤90 days (§§ 121, 123-125, 1404; MBCA-11) |
No revenue-department clearance certificate appears in Chapter 14 or MBCA-11. At filing, SOS may require the § 1621 annual report and fees/penalties owed under § 1420; tax returns and account closures remain separate (§ 1404(4); current forms inventory) |
Corporation continues only to collect and dispose of assets, discharge or provide for liabilities, distribute remaining property, and complete winding up. Majority-voting-power shareholders may act as liquidating trustees if no authorized officers/directors can act (§§ 1406, 1410) |
Optional known-claim notice allows ≥120 days to submit and 90 days after rejection to sue. Optional one-time county/Kennebec County publication creates a 3-year suit period for listed other claims; after publication, Superior Court security may cover contingent, unknown, and reasonably estimated future claims (§§ 1407-1410) |
Revoke within 120 days by the original approval route unless board-only revocation was reserved; file $75 MBCA-11A, with relation back. No later terminal filing appears; suits and unbarred claims continue. SOS may later grant a $150 purpose- and time-limited revival after dissolution in any manner (§§ 123, 1405-1410, 1425) |
Domestic Articles of Dissolution do not withdraw a foreign corporation or replace administrative reinstatement, judicial dissolution, receivership, or bankruptcy. Foreign withdrawal uses a separate $90 application; specified deadlock, oppressive/fraudulent conduct, waste, abandonment, and insolvent-creditor matters use court routes (§§ 123, 1420-1426, 1430, 1521) |
| Maryland verified 2026-08-22 | Maryland General Corporation Law, Corps. & Ass'ns Title 3, Subtitle 4; an ordinary domestic capital-stock corporation files Articles of Dissolution with SDAT. Approval, mandatory prefiling notice, filing, and continuing liquidation are distinct (§§ 3-401 to 3-412) |
If no voting stock is outstanding or subscribed: majority of incorporators approves before the organizational board meeting; majority of the entire board approves afterward. No separate no-business or debt-free test, and the ordinary notice and filing steps still apply (§ 3-402) |
With voting stock, a majority of the entire board adopts a resolution declaring dissolution advisable and submits it to an annual or special stockholder meeting. The statute states no conflict/no-recommendation or conditional-submission route (§ 3-403(c)) |
Meeting notice 10-90 days before and states the dissolution purpose; approval is two-thirds of all votes entitled. Unanimous written/electronic consent works; charter-authorized common-stock or qualifying class/series consent may use the meeting threshold, collected within 60 days, with notice within 10 days (§§ 2-504, 2-505, 3-403) |
$0 Articles list name, Maryland principal office, one-year resident agent, directors, officers, approval method, creditor notice/no-creditor statement, and effective date. Officer signs and second officer attests/verifies; resident agent consents. Online, mail, or hand delivery; effective on acceptance or stated time ≤30 days later (§§ 1-301, 3-406 to 3-408; SDAT form) |
Corporation must be active, not pending forfeiture, and in good standing: required reports filed, fees paid, and no state-status issues. No Comptroller tax-clearance certificate attaches; withholding and sales/use final returns and Labor unemployment-account closure are separate steps (SDAT form; Maryland Business Express) |
After dissolution, board manages only liquidation: collect assets, pay/satisfy/discharge existing debts and liquidation expenses, distribute the remainder, carry out contracts, sell property, and sue or be sued. Corporate existence continues for those acts (§§ 3-408, 3-410) |
Mandatory approval notice to all known creditors and employees at least 20 days before filing; articles state the creditor mailing date or no known creditors. Subtitle 4 supplies no claim-submission, rejection, publication, or special unknown/contingent-claim bar; directors must discharge existing debts before stockholder distributions (§§ 3-404, 3-406, 3-407, 3-410) |
Before SDAT accepts the articles, abandon/rescind by the same approval procedure and notify prior-noticed creditors within 30 days. After acceptance, no voluntary revocation or terminal filing; dissolution takes effect but existence continues for liquidation. Optional missing-stockholder notice uses ≥60 days, three weekly publications, and a three-year final-distribution wait (§§ 3-405, 3-408, 3-412) |
Domestic dissolution does not terminate registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or trade names. A foreign corporation uses a separate Application for Termination. Court-supervised voluntary liquidation, deadlock/oppression, creditor insolvency, receivership, and bankruptcy use other routes (§§ 3-411, 3-413, 3-415) |
| Massachusetts verified 2026-08-22 | Massachusetts Business Corporation Act, G.L. c. 156D, Part 14; an ordinary domestic business corporation files Articles of Voluntary Dissolution with the Secretary of the Commonwealth. Authorization, filing, winding up, optional claim procedures, and revocation are separate (§§ 14.01-.09) |
Available if either no shares have issued or business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid, and any net assets remaining after wind-up must have been distributed to shareholders (§ 14.01) |
Articles may prescribe a conditional, exclusive or additional dissolution method while the corporation remains private. Otherwise the board submits the proposal and terms to shareholders; no recommendation recital is required, and the board may condition submission on any basis (§ 14.02(a)-(c)) |
Notify every shareholder 7-60 days before the meeting and state the dissolution purpose. Default approval is two-thirds of all votes entitled generally; articles may reduce it no lower than majority, while articles, bylaws, or the board may require more or additional groups. Unanimous consent works; articles may permit the meeting-equivalent threshold, delivered within 60 days, with 7-day advance notice to nonconsenters (§§ 7.04, 7.05, 7.27, 14.02) |
File Articles of Voluntary Dissolution stating name, authorization date, vote totals by required group, or the articles-authorized method and compliance facts. Chairman, president, another officer, or court fiduciary signs. Current page offers online filing and a paper form; $100 fee; effective when approved for filing or on a delayed date within 90 days (§§ 1.20, 1.23, 14.03; SOS form) |
File all annual reports owed for the last 10 fiscal years and sometimes the current year. No DOR good-standing certificate is a prerequisite. Separately send DOR an officer-signed intent letter plus the authorizing vote, close registrations through MassTaxConnect or Form AI-1, file returns through closure and a final corporate excise return, and suspend any DUA employer account (SOS; DOR) |
Existence continues only for winding up: collect and dispose of assets; make adequate provision for all existing and reasonably foreseeable debts and obligations, including contingent or unasserted liabilities; then distribute the remainder by shareholder interests. Title, governance, suits, pending proceedings, and registered-agent authority continue (§ 14.05) |
Optional disputed-known-claim notice sets a deadline no earlier than the later of 3 years after dissolution or 120 days after notice, with 90-day intent and 270-day suit rules after rejection. Optional one-time publication, website posting, and sometimes national notice address unknown claims; after 3 years, optional reasonable reserves address product and known contingent claims. These procedures limit reachable assets; they do not change limitations periods (§§ 14.06-.09) |
Revoke within 120 days by the original approval method unless board-only revocation was authorized; file Articles of Revocation with a copy of the dissolution, and effectiveness relates back. No later voluntary termination filing exists; the corporation continues for winding up, and the claims provisions expressly leave otherwise-applicable limitations periods unchanged (§§ 14.04-.09) |
Domestic dissolution does not withdraw registrations elsewhere or close tax, employer, license, permit, contract, title, or account obligations. A Massachusetts-authorized foreign corporation separately applies for withdrawal and certifies known Commonwealth taxes paid or provided for. Administrative/judicial dissolution, receivership, insolvency, and bankruptcy use other routes (§§ 14.20-.33, 15.20) |
| Michigan verified 2026-08-22 | Michigan Business Corporation Act, 1972 PA 284, chiefly Chapter 8; an ordinary domestic profit corporation files a Certificate of Dissolution with LARA. The Act separates pre-business, board/shareholder, shareholder-agreement, judicial, automatic, and expired-term routes (MCL 450.1101, 450.1801-.1864) |
Available only if no business commenced, no shares issued, no debts/liabilities exist, and subscription payments were never received or were returned less expenses. Majority incorporators or directors execute $10 Form 530; no Treasury clearance is required (MCL 450.1803; Form 530) |
Board proposes and ordinarily recommends dissolution; it may make no recommendation for conflict/special circumstances or when § 450.1529 applies, must communicate its basis, and may condition submission. Revocation before full distribution uses unanimous shareholders or a board resolution plus the dissolution notice/vote (§§ 450.1804, 450.1811) |
Meeting notice to every shareholder, voting or not, states dissolution purpose; general timing is 10-60 days. Approval is majority of all outstanding shares entitled, not votes cast. Minimum-vote written consent is available only if articles authorize it, must complete within 60 days, and needs prompt nonconsenter notice; unanimous written consent is always available (§§ 450.1404, 450.1407, 450.1415, 450.1804; Form 531) |
Form 531 states name, Bureau ID, and meeting, consent, or agreement authorization route; an authorized officer or agent signs. Submit online, by mail, or in person; $10. Effect is endorsement or a stated later time within 90 days after delivery. Form 530 requires majority incorporator/director signatures (§§ 450.1131-.1132, 450.1803-.1805, 450.2060; Forms 530/531) |
Within 60 days after Form 531, request Treasury clearance with Form 5156 if the business was registered, filing returns, and paying Michigan taxes; attach Form 163 when discontinuing. Form 530 needs no clearance. No nonprofit Attorney General consent applies to this ordinary profit-corporation scope (LARA Forms 530/531; Treasury) |
Dissolved corporation continues only to collect/transfer assets, pay debts/liabilities, and liquidate. Officers, directors, shareholders, title, governance, transfers, suits, and pending cases otherwise continue. Pay or reasonably provide for existing and anticipated liabilities before distributing the remainder by shareholder rights (§§ 450.1833-.1834, 450.1855a) |
Both notices are optional. Direct notice gives at least 6 months to claim and 90 days after rejection to sue; it excludes contingent/later claims. One publication creates a 1-year suit bar for listed claims, but a known existing claimant omitted from direct notice gets 6 months after actual notice. Good-faith assumption/guarantee may be adequate provision (§§ 450.1841a, 450.1842a, 450.1855a) |
Before complete asset distribution and while no § 450.1851 proceeding is pending, revoke unanimously or by board plus the original notice/vote; file $10 Form 533. Filing restores business authority and relates rights to uninterrupted existence, without erasing accrued liabilities/reports/fees. No later termination filing; existence and suits continue for winding up (§§ 450.1811, 450.1817, 450.1833-.1834) |
A foreign corporation needs a separate application and certificate of withdrawal under §§ 450.2031-.2032. Judicial dissolution, post-dissolution court supervision, receivership, insolvency/bankruptcy, automatic dissolution, expired-term renewal, merger, and conversion use different routes (§§ 450.1801, 450.1821-.1823, 450.1851) |
| Minnesota verified 2026-08-22 | Minnesota Business Corporation Act, Chapter 302A; an ordinary domestic for-profit corporation files with the Secretary of State. The act separates no-share, issued-share, supervised/judicial, administrative, and foreign-withdrawal routes (§§ 302A.011, 302A.711-.791, 302A.821; § 303.16) |
Available only when no shares have issued; Minnesota adds no separate no-business-started test. A majority of incorporators or directors signs one Articles of Dissolution filing after returning subscriber consideration less organization expenses and leaving no unpaid debt (§ 302A.711) |
Section 302A.721 does not require a board proposal, recommendation, or board-set condition before the shareholder vote. If no outstanding shares remain, directors may authorize and commence dissolution; otherwise shareholders authorize (§ 302A.721) |
Notify every shareholder, voting or not, generally 10-60 days before the meeting and state the dissolution purpose. Approval is a majority of all voting power entitled; default quorum is a majority. Written action is unanimous unless eligible private-corporation articles permit the meeting-equivalent threshold, never below a majority, with 5-day nonconsenter notice (§§ 302A.435, .441, .443, .721) |
Issued-share route requires a Notice of Intent, then Articles stating the creditor-notice route and statutory completion recitals. Each costs $35 by mail or $55 online/in person; an authorized person or agent signs. Final dissolution occurs on filing or a stated date/time within 30 days (§§ 302A.011, .723, .727, .7291, .734; SOS forms) |
No Revenue clearance is named in the dissolution statutes or current SOS forms as a filing attachment. Annual renewal is due each year by December 31 until dissolution; Revenue separately requires outstanding returns and closure of the business or individual tax accounts (§ 302A.821; DOR Closing an Account or Business) |
After Notice of Intent, existence continues only as needed to collect receivables, pay or provide for known liabilities by priority, choose a claim route, dispose of assets, and distribute the remainder after liabilities. Officers act under board direction; suits and remedies continue (§§ 302A.723, .725, .783, .791) |
Creditor notice is optional. If used, publish weekly for 4 weeks and notify known claimants; the claim deadline is generally at least 90 days and rejection starts layered 60/180/90-day suit periods. Without notice, final articles follow payment/provision for known claims or 2 years after Notice of Intent, with a 2-year bar subject to statutory exceptions (§§ 302A.727, .7291, .781) |
Before final Articles, give voting shareholders meeting notice, obtain a majority of all voting power, and file Notice of Revocation; the corporation may resume business. Final Articles are the terminal filing. Good-cause claims may reopen for 1 year, shareholder exposure is capped at liquidation distributions, and former officers/directors/shareholders may sue or defend in the corporate name (§§ 302A.731, .734, .781, .783) |
This route does not close taxes, licenses, accounts, assumed names, or registrations in other states. A foreign corporation's Minnesota withdrawal is governed by § 303.16. Court supervision may begin after Notice of Intent; deadlock, unfair prejudice, waste, creditor nonpayment, insolvency, receivership, and bankruptcy require separate judicial or insolvency analysis (§§ 302A.741, .751) |
| Mississippi verified 2026-08-22 | Mississippi Business Corporation Act, Miss. Code tit. 79, ch. 4; Secretary of State; ordinary solvent domestic for-profit corporation; voluntary routes under §§ 79-4-14.01 to -14.09 |
Majority of incorporators or initial directors if either no shares issued OR business not commenced; articles also state incorporation date, chosen eligibility fact, no unpaid debt, distribution of remaining net assets if shares issued, and authorization (§ 79-4-14.01) |
Board proposes and recommends unless conflict/special circumstances justify no recommendation and the basis is communicated; submission may be conditioned on any basis. No express prefiling abandonment rule; effective dissolution may be revoked within 120 days (§§ 79-4-14.02, -14.04) |
Notify every shareholder of the dissolution meeting and purpose, ordinarily 10-60 days with remote-access method if applicable. Default meeting uses at least a majority-entitled quorum, then votes cast for must exceed votes cast against; higher presence/vote or voting groups may apply. Written consent is unanimous unless articles authorize the meeting-minimum route; 60-day collection and 10-day after-notice rules apply (§§ 79-4-7.04, -7.05, -7.25 to -7.26, -14.02) |
Articles state name, authorization date, and shareholder-approval recital if applicable. Chair, president/other officer, qualifying incorporator, or court fiduciary signs. Online only; $25; effective on filing or delayed no more than 90 days (§§ 79-4-1.20, -1.22 to -1.23, -14.01, -14.03; SOS) |
Corporations file $25 annual reports; current SOS deadline is April 15. No tax-clearance attachment is stated for voluntary articles. DOR final-return and tax-account closure work is separate; a final return is required to close withholding (§§ 79-4-16.22, -14.20; SOS; DOR) |
Existence continues only for winding up: collect assets, dispose of property, discharge or provide for claims/liabilities, then distribute remaining property by shareholder interests. Title, suits, pending proceedings, governance rules, and agent authority continue (§§ 79-4-14.05, -14.09) |
Optional known-claim notice gives at least 120 days to claim and 90 days to sue after rejection; contingent/future claims are excluded. Optional one-time newspaper notice gives a 3-year or shorter applicable-limitations bar for unknown, unacted, contingent, and later-event claims. After publication, optional chancery-court security covers contingent, unknown, and later-event claims; recorded contingent claimants get 10-day notice; shareholder recovery is capped (§§ 79-4-14.06 to -14.08) |
Revoke within 120 days by the same authorization unless original approval allowed board-only action; file $25 revocation articles plus a dissolution copy, with relation back. No later terminal filing or fixed survival period is stated; continued existence is limited to winding up and proceedings. Administrative reinstatement is separate (§§ 79-4-14.04 to -14.05, -14.22; SOS) |
Domestic articles do not withdraw foreign registrations; a Mississippi-authorized foreign corporation obtains a separate withdrawal certificate. Deadlock, oppression/fraud, waste, creditor insolvency, or court-supervised voluntary dissolution uses judicial proceedings, not this consensual route; bankruptcy and creditor priority remain separate (§§ 79-4-14.30, -15.20) |
| Missouri verified 2026-08-22 | Missouri General and Business Corporation Law, Chapter 351; an ordinary domestic for-profit corporation files with the Secretary of State. Authorization, dissolution, claims, winding up, tax clearance, and termination are separate stages (§§ 351.462-.482, 351.522) |
Available if either no shares have issued or business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid and, if shares issued, net assets after winding up must be distributed (§ 351.462) |
Board proposes dissolution and recommends it unless conflict or special circumstances justify no recommendation and the basis is communicated; submission may be conditioned on any basis (§ 351.464) |
Notify every shareholder 10-70 days before the meeting and state the dissolution purpose. Default approval is at least two-thirds of all votes entitled; articles or board may require more or class/series voting. Unanimous written consent is a separate route (§§ 351.230, 351.464, 351.466) |
$25 Corp. 46 Articles of Dissolution state name, authorization date, vote totals or unanimous consent, and separate class/series results. Authorized signer; paper form supplies the SOS mailing address; effective on filing or stated date no more than 90 days later (§ 351.468; Corp. 46) |
No tax clearance accompanies Corp. 46. The later $25 Corp. 47 Request for Termination must include DOR tax clearance; Form 943 reviews all tax types and the Division of Employment Security account. Tax, payroll, license, permit, and account closures remain separate (Corp. 47/Form 943) |
After dissolution, existence continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and complete liquidation. Title, governance, suits, pending proceedings, and registered-agent authority continue (§ 351.476) |
Known-claim procedure is mandatory: USPS notice, at least 180 days to submit, and 90 days to sue after rejection; contingent and post-dissolution claims are excluded. Optional unknown-claim notice uses one county and one statewide legal publication, with SOS electronic publication on request, and a two-year suit deadline; shareholder exposure is capped at distributions (§§ 351.478, 351.482) |
Revoke within 120 days by the original authorization method unless board-only revocation was reserved; file $25 Corp. 9 and effectiveness relates back. After claims are disposed of and assets distributed, file $25 tax-cleared Corp. 47; existence ends when SOS issues the termination certificate. No voluntary reinstatement route follows (§§ 351.474, 351.522) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or assumed names. A Missouri-authorized foreign corporation separately files $25 Corp. 48 with tax clearance. Deadlock, oppression, waste, creditor insolvency, and court-supervised winding up use judicial routes (§ 351.494) |
| Montana verified 2026-08-22 | Montana Business Corporation Act, MCA Title 35, ch. 14; ordinary domestic for-profit corporation files Articles of Dissolution electronically with the Secretary of State (MCA §§ 35-14-1401 to -1409) |
Majority of incorporators or initial directors may act if either no shares issued or business not commenced; no debt may remain, and remaining net assets must be distributed if shares issued (MCA § 35-14-1401) |
Board first adopts a resolution authorizing dissolution and ordinarily recommends it; it may withhold recommendation for conflict/special circumstances or the Act's cross-referenced route, must explain why, and may condition approval or effectiveness (MCA § 35-14-1402(1)-(3)) |
Notify every shareholder 10-60 days before the meeting and identify dissolution as a purpose. Each voting group ordinarily approves by majority of all votes entitled; articles may lower this no further than votes for exceeding votes against with majority quorum. Consent is unanimous unless articles allow the meeting minimum; 60-day collection and 10-day postaction notices then apply (MCA §§ 35-14-704, -705, -725, -1402) |
Articles state name, authorization date, and proper shareholder approval. Board chair, president, other officer, incorporator, or court fiduciary signs; file electronically. No base fee; effective on filing or a delayed date/time ≤90 days (MCA §§ 35-14-120, -123, -1403; SOS fee/help pages) |
Section 35-14-1403 states no universal domestic tax-certificate attachment. Revenue says selecting voluntary dissolution is generally sufficient, but some situations require a no-charge Tax Clearance Certificate and final-return compliance; request through TAP (DOR guidance) |
Corporation continues only to collect/dispose of assets, discharge or provide for liabilities, make liquidating distributions, and finish winding up; directors must address claims before distributions (MCA §§ 35-14-1405, -1409) |
Optional known-claim notice allows ≥120 days and 90 days after rejection to sue. Optional other-claim notice uses one county newspaper publication OR conspicuous website posting for ≥30 consecutive days, with a 3-year suit period; court-set security may cover contingent, unknown, and reasonably estimated future claims (MCA §§ 35-14-1406 to -1409) |
Revoke within 120 days by the original approval route unless board-only revocation was reserved; file $15 Articles of Revocation plus the dissolution articles, with relation back. No later terminal filing appears; suits and unbarred claims continue against assets or limited liquidating distributions (MCA §§ 35-14-1404 to -1409; SOS fee page) |
Domestic dissolution does not withdraw a foreign registration or replace administrative reinstatement, judicial dissolution, receivership, or bankruptcy. Foreign withdrawal is a separate no-fee statement with a Title 15 tax certificate; specified deadlock, oppressive/fraudulent conduct, waste, abandonment, and insolvent-creditor matters use court routes (MCA §§ 35-14-1430, -1507) |
| Nebraska verified 2026-08-22 | Nebraska Model Business Corporation Act; ordinary solvent domestic for-profit corporation; Secretary of State Articles of Dissolution under shortcut § 21-2,184 or ordinary §§ 21-2,185 to -186 |
Majority incorporators or initial directors if no shares issued OR no business commenced; articles recite incorporation date, eligibility fact, no unpaid debt, any issued-share net-asset distribution, and authorization (§ 21-2,184) |
Board proposes and ordinarily recommends; may withhold recommendation for conflict, special circumstances, or § 21-2,101 with explanation. Board may condition submission on any basis (§ 21-2,185(a)-(c)) |
Notify every shareholder 10-60 days before meeting and state dissolution purpose. Majority-vote quorum; votes for exceed against. Written consent defaults unanimous, but articles may permit meeting-minimum consent; 60-day collection and 10-day postaction notices apply (§§ 21-256 to -257, 21-267, 21-2,185) |
Articles state name, authorization date, and shareholder-approval compliance if applicable; chair, president, other officer, qualifying incorporator, or court fiduciary signs. $25 eDelivery/$30 written; filing or delayed time/date within 90 days (§§ 21-203, -205 to -206, 21-2,186; SOS) |
No Revenue clearance or final-return attachment is stated for articles. Separately cancel tax programs on Form 22, file returns through the last transaction or wage payment, and file the final return within 20 days; close employment and licenses separately (Revenue; SOS fee page) |
Dissolved corporation continues only to collect assets, dispose of property, discharge/provide for liabilities, distribute remainder, and finish winding up; title, suits, governance rules, and agent authority continue (§ 21-2,188) |
Optional: written known-claim notice with ≥120-day deadline and 90-day postrejection suit period; one publication creates a 3-year suit bar for specified other/contingent claims. After publication, court security may protect unknown, contingent, and post-effective claims (§§ 21-2,189 to -192) |
Revoke within 120 days using same authorization unless prior authorization allowed board-only action; file Articles of Revocation plus dissolution copy. Effect relates back. No later terminal filing or fixed corporate-survival period; claims and suits continue under winding-up rules (§§ 21-2,187 to -188) |
Domestic dissolution is separate from foreign-corporation Certificate of Withdrawal. Attorney-general, deadlock, oppression, waste, insolvency, abandoned-business, receiver, and court-supervised liquidation routes are separate (§§ 21-2,197 to -201, 21-2,213) |
| Nevada verified 2026-08-22 | Nevada Revised Statutes Chapter 78; Secretary of State; ordinary domestic private corporation uses NRS 78.575 before capital/business or NRS 78.580 otherwise |
Only before any capital is paid AND before business begins; majority of incorporators or directors named in articles signs certificate reciting both facts (§ 78.575) |
Ordinary route: board adopts dissolution resolution and, if stock issued, recommends it to shareholders; submission may be conditioned on any lawful basis. General board quorum/majority and unanimous-consent rules apply; no express post-approval abandonment rule appears (§§ 78.315, 78.580) |
No stock: directors alone. Stock issued: entitled shareholders approve; meeting action defaults to votes for exceeding votes against at majority-voting-power quorum, and written consent defaults to majority voting power. Notify every shareholder of proposal; 10-60 day meeting notice applies to entitled voters; non-solicited holders get notice within 10 days after written-consent dissolution (§§ 78.320, 78.370, 78.580) |
File $100 articles with Secretary: name, director/director-plus-shareholder approval, president/secretary/treasurer-equivalent and all director names/addresses, effective date/time; ordinary route signed by officer. Current packet also requests NVID. Immediate or delayed up to 90 days; online SilverFlume or mail (§§ 78.580, 78.780; SOS packet) |
No tax-clearance attachment appears in statute or current SOS packet. Separately close Sales/Use/Commerce Tax in My Nevada Tax or Close Account Form; close UI with ESD to close MBT and file returns through payroll cessation. A revoked nonoperating corporation may qualify to dissolve without back fees/penalties beyond $100 (§ 78.573; Taxation/SOS) |
Continues as body corporate only to sue/defend, settle and close, collect assets/obligations, dispose of property, pay or adequately provide liabilities, then distribute; directors become trustees. Court trustees/receivers pay liens by priority, other proved debts, then shareholders (§§ 78.585, 78.590, 78.600, 78.610) |
No Chapter 78 direct-notice/publication safe harbor stated. Covered remedy/cause: 2 years after dissolution if plaintiff knew/should have known underlying facts by dissolution, otherwise 3 years; shorter limitations remain. Shareholder exposure is capped by pro rata claim share/distribution and aggregate distribution (§§ 78.585, 78.597) |
No simple dissolution-revocation filing appears. Separate revival law broadly covers a corporation that did or does exist and requires § 78.180 compliance plus majority-voting-power written consent (or director majority if no stock); § 78.740's express relation-back addresses expired/revoked charters. No later terminal filing; court may continue trustee/receiver powers as necessary (§§ 78.600, 78.730, 78.740) |
Domestic dissolution is not foreign withdrawal; current packet separates the NRS 80 foreign-withdrawal route. Insolvency, creditor/owner court receivership, fraud/mismanagement, abandoned business, or federal reorganization belongs in §§ 78.347, 78.600-.650 or § 78.622, not this consensual filing |
| New Hampshire verified 2026-08-22 | New Hampshire Business Corporation Act, RSA ch. 293-A; ordinary domestic for-profit corporation files Form 19 Articles of Dissolution with the Secretary of State (RSA §§ 293-A:1.40(4), 293-A:14.01 to :14.09) |
Majority of incorporators or initial directors may act if either no shares issued or business not commenced; no debt may remain, and any remaining net assets must already be distributed if shares issued (RSA § 293-A:14.01; Form 19) |
Board proposes and ordinarily recommends dissolution; it may withhold a recommendation for conflict/special circumstances or the RSA 293-A:8.26 route, must explain why, and may condition submission (RSA § 293-A:14.02(a)-(b)(3)) |
Notify every shareholder 10-60 days before the meeting and identify dissolution as a purpose. Majority-of-entitled-votes quorum; votes for must exceed votes against unless a greater or voting-group requirement applies. Consent is unanimous unless articles allow the meeting minimum; 60-day collection and postaction notice then apply (RSA §§ 293-A:7.04, :7.05, :7.25-:7.26, :14.02) |
Form 19 states name, authorization date/route and shareholder approval; the articles certify a copy was mailed to DRA. Board chair, president, other officer, incorporator, or court fiduciary signs. $35; effective on filing/online acceptance or a delayed date ≤90 days (RSA §§ 293-A:1.20, :1.22, :1.23, :14.03; Form 19) |
Articles include a certificate that a copy was mailed to DRA. Before shareholder distributions, obtain DRA's $30 certificate that administered returns, tax, interest, additions, and penalties are not due; online SOS filing adds $2 (RSA §§ 293-A:14.03(a)(4), :14.05(b), 77-A:18(I), 77-E:12(I); SOS page) |
Corporation continues only to collect and dispose of assets, discharge or provide for liabilities, distribute remaining property after DRA clearance, and complete winding up; directors must address claims before distributions (RSA §§ 293-A:14.05, :14.09) |
Optional known-claim notice allows ≥120 days to submit and 90 days after rejection to sue. Optional one-time county publication creates a 3-year suit period for listed other claims; after publication, superior-court security may cover contingent, unknown, and reasonably estimated future claims (RSA §§ 293-A:14.06-:14.09) |
Revoke within 120 days by the original approval route unless board-only revocation was reserved; file $35 Articles of Revocation plus the dissolution articles, with relation back. No later terminal filing appears in Chapter 14/current forms; suits continue and unbarred claims may reach assets or limited liquidating distributions (RSA §§ 293-A:14.04-:14.09; Form 36 listing) |
Form 19 is not foreign withdrawal, administrative reinstatement, or a contested/insolvent court remedy. A foreign corporation separately obtains a withdrawal certificate and DRA statement; specified creditor-insolvency and deadlock matters use judicial dissolution (RSA §§ 293-A:14.20, :14.30, :15.20) |
| New Jersey verified 2026-08-22 | New Jersey Business Corporation Act, Title 14A, Chapter 12; an ordinary domestic profit corporation files a certificate of dissolution through Treasury's Division of Revenue. The chapter separates pre-business, no-assets, unanimous-shareholder, board/shareholder, judicial, and other routes (N.J.S.A. §§ 14A:12-1 to -19) |
Before the organization meeting, incorporators act; afterward, the board acts. Corporation must have no business, shares, debts/liabilities, or retained subscription payments. Required incorporators/directors file a fee-free certificate without tax clearance (§ 14A:12-2) |
Ordinary meeting route: board recommends dissolution and directs a shareholder vote. The no-assets route can instead use board/shareholder approval, unanimous shareholders, or an officer after 30 days' notice to all known directors/shareholders with no objection (§§ 14A:12-4, 14A:12-4.1) |
Meeting notice goes to every record shareholder 10-60 days beforehand. Approval is a majority of votes cast plus each entitled class/series vote; a pre-1969 corporation defaults to two-thirds of votes cast unless it adopted the majority rule. Alternative: all voting shareholders sign, with 10-60 days' prefiling notice to nonvoters (§§ 14A:12-3, 14A:12-4) |
File a certificate of dissolution through the online Business Endings service. Contents and signer depend on route: all voting shareholders sign the unanimous certificate; the meeting certificate recites board resolution, meeting, outstanding and cast votes; shortcuts add eligibility recitals. Filing is effective then or at a stated time up to 90 days later (§§ 14A:12-2 to -4.1, 14A:12-8) |
Pre-business and no-assets routes: no fee or tax-clearance certificate. Ordinary unanimous or meeting route: current Treasury table requires clearance; current fee page lists $75 dissolution plus a $25 clearance application on the Business Endings page, while older C-159D says $120 total. Annual reports must be current; separately cancel tax registration and file final returns (Treasury guidance) |
Corporate existence continues only to collect and transfer assets, pay liabilities, and liquidate; title, governance, suits, and pending actions continue. After paying or providing for claims, distribute remaining cash/property by shareholder rights. Complete liquidation also requires provision for dissolution, fees, taxes, and expenses (§§ 14A:12-9, 14A:12-16, 14A:12-19) |
Optional post-dissolution safe harbor: publish once weekly for 3 consecutive weeks, set a deadline at least 6 months after first publication, mail known creditors by that first date, and file an affidavit. It covers liquidated, unliquidated, matured, unmatured, direct, indirect, absolute, contingent, secured, and unsecured claims; good-cause and pending-litigation exceptions apply (§§ 14A:12-12, 14A:12-13) |
Within 60 days after effectiveness, revoke only before any shareholder asset distribution and while no § 14A:12-15 proceeding is pending: unanimous shareholders file, or the board uses the original notice/vote and files a certificate. No routine later termination filing; the dissolved corporation survives for winding up and suits. Shareholder claims generally have a 5-year outside period, subject to stated exceptions (§§ 14A:12-9, 14A:12-10, 14A:12-13.1) |
This domestic consensual route does not withdraw registrations in other states or resolve tax accounts, permits, assumed names, bankruptcy, insolvency, creditor priority, contested control, administrative revocation, or judicial dissolution. After dissolution, the corporation, a shareholder, or a statutory creditor may seek Superior Court-supervised liquidation or a receiver (§ 14A:12-15) |
| New Mexico verified 2026-08-22 | New Mexico Business Corporation Act, NMSA 1978 ch. 53, art. 16; ordinary solvent domestic for-profit corporation; incorporator shortcut or statement-of-intent then final-articles route |
If no shares issued, majority incorporators may dissolve whether business began or not. Articles recite certificate date, no shares, business status, subscription return, no unpaid debt, and majority election; $50 filing (§§ 53-16-1, 53-2-1(A)(10)) |
Board recommends dissolution and sends it to an annual or special shareholder meeting; ordinary board quorum is majority fixed directors and action is majority present unless articles/bylaws require more. No conditioning or informal abandonment rule is stated (§§ 53-16-3(A), 53-11-40) |
10-50 days' written notice stating dissolution purpose; majority of all shares entitled, plus majority of each class entitled to class vote. Alternative without board/meeting requires written consent of all shareholders (§§ 53-11-29, 53-16-2 to -3) |
First file authorized-officer Statement of Intent with approval and vote/consent details; final authorized-officer Articles certify liabilities, distributions, suits, and agent-resignation status. Online only; $50 each; intent limits business on filing, existence ends when SOS issues final certificate (§§ 53-16-2 to -5, -11 to -12; § 53-2-1; SOS) |
For shortcut and final certificate, SOS must find Tax Administration Act compliance and unemployment contributions paid. TRD requires a Corporate Certificate of No Tax Due, current tax filings, and separate BTIN closure; ordinary two-stage state fees total $100 (§§ 53-16-1, -12; TRD) |
After intent filing, stop ordinary business; collect assets, convey/dispose property, pay/discharge liabilities, and distribute remainder only after payment or adequate provision. Final articles follow completion; court-supervised liquidation is optional (§§ 53-16-5 to -6, -11 to -12) |
Immediately mail notice of intent to every known creditor. No out-of-court notice contents, response period, publication bar, unknown-claim horizon, or general reserve formula is stated; final articles certify all liabilities paid/provided and pending-suit judgments adequately provided (§§ 53-16-6, -11) |
Before the final certificate only: all shareholders may consent in writing, or board recommends and majority of entitled shares approves at a noticed special meeting; file a $50 Statement of Revocation and business may resume. After final certificate, pre-dissolution claims/remedies survive with no stated fixed period (§§ 53-16-7 to -10, -24) |
Domestic dissolution does not replace a foreign-corporation Application for Withdrawal. Deadlock, oppression, waste, insolvency, creditor judgments, and court-supervised liquidation use § 53-16-16; receiver priorities and court claims are separate (§§ 53-16-16 to -19, 53-17-15) |
| New York verified 2026-08-21 | New York Business Corporation Law Article 10; ordinary domestic business corporation files a certificate of dissolution with Department of State and then winds up (N.Y. Bus. Corp. Law §§ 1001-1009) |
No separate no-business shortcut. If there are no record shareholders, written action may be by majority accepted subscribers or, if none, the incorporator/majority incorporators (§ 615(e)); special certificate terms may supply another route (§ 1002) |
Article 10 does not require a board proposal or recommendation. Dissolution authorization rests with the shareholders, no-share subscriber/incorporator consent, or a valid certificate-of-incorporation provision (§§ 615(e), 1001-1002) |
Meeting notice 10-60 days. Majority of all outstanding entitled votes for newer corporations or if certificate expressly provides; otherwise two-thirds, subject to ≥majority certificate threshold. Written consent is unanimous unless certificate permits meeting threshold; 60-day collection and prompt nonconsenter notice (§§ 605, 615, 1001-1002) |
Certificate states current/original name, incorporation date, every officer/director and address, election to dissolve, and authorization method. Officer, director, authorized person, or attorney-in-fact signs; mail with $60. No delayed date: dissolved when DOS files (§§ 1003-1004; DOS instructions) |
Mandatory written NY Tax Department consent attaches. NYC Finance consent also attaches if the corporation did business there and incurred a listed city tax/charge. Filing does not replace final tax, payroll, license, or other account work (§ 1004; DOS instructions) |
Stop ordinary business; fulfill/discharge contracts, collect and sell assets, pay or adequately provide for liabilities, then distribute by shareholder rights. Corporation and its actors continue to wind up; title remains corporate and suits continue (§§ 1005-1006) |
Optional post-dissolution notice covers liquidated, unliquidated, contingent, and contract claims: publish weekly for 2 weeks, mail ascertainable claimants by first publication, and allow ≥6 months. Untimely claims may be barred; tax claims are excepted and labor wages preferred (§§ 1007-1008) |
No administrative revocation filing in Article 10. Supreme Court may suspend or annul dissolution after filing; filed annulment order restores status. Until then, dissolved corporation survives for winding up, suits, existing remedies, property, and liabilities without a fixed survival cutoff (§§ 1006, 1008) |
Domestic certificate does not withdraw registrations elsewhere. Insolvency, disputed authorization, receivership, judicial dissolution, nonprofit/regulated entities, mergers, administrative dissolution, and foreign-corporation withdrawal require separate routes; § 1008 court supervision is available after voluntary filing |
| North Carolina verified 2026-08-22 | North Carolina Business Corporation Act, Chapter 55, Article 14; an ordinary domestic profit corporation files Articles of Dissolution with the Secretary of State, while Chapter 55D supplies filing mechanics (§§ 55-1-01, 55-1-20, 55-14-01-.1409) |
Available only if no shares have issued; board approves, or majority incorporators if there are no directors. No debt may remain unpaid; articles state name, officer/director or incorporator details, incorporation date, no-share/no-debt facts, and authorization (§ 55-14-01; B-05) |
Board proposes and recommends dissolution, or communicates its conflict/special-circumstance or § 55-8-26 basis for no recommendation; it may condition submission. Revocation uses the same approval unless authorization reserved board-only revocation (§§ 55-14-02, 55-14-04) |
10-60 days' notice to every shareholder stating dissolution purpose; default voting-group quorum is majority of entitled votes. Approval is majority of all votes entitled unless articles, shareholder bylaw, or board condition requires greater/group voting. Nonpublic less-than-unanimous consent depends on the pre-/post-Oct. 1, 2023 articles rule, with 60-day collection and 10-day pre/post notices (§§ 55-7-04, 55-7-05, 55-7-25, 55-14-02) |
File B-05 or B-06 Articles of Dissolution: $30, online or paper. Name, officers/directors or incorporators and addresses, incorporation or authorization date, route recitals, and optional delayed effect are required. Board chair, president, officer, or eligible incorporator signs; effect is filing time or a stated time/date up to day 90 (§§ 55-1-20, 55-1-22, 55-14-01, 55-14-03, 55D-10, 55D-13; SOS) |
No Revenue clearance certificate, good-standing certificate, or current-report attachment is named in §§ 55-14-01/.1403 or B-05/B-06. File the final state corporate return; after the dissolution tax year no franchise tax applies if activity stays within winding up. Close applicable DOR accounts separately with NC-BN (§ 55-14-05(c); DOR) |
Dissolved corporation continues only to wind up: collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and complete necessary liquidation acts. Title, suits, pending proceedings, governance rules, and registered-agent authority do not end automatically (§ 55-14-05) |
Both routes are optional. Known-claim notice allows at least 120 days and 90 days after received rejection to sue; publication once creates a 5-year proceeding deadline for unnotified, unacted-on, contingent, and later claims. After publication, court-set security may protect shareholder distributions (§§ 55-14-06-.1409) |
Revoke within 120 days by $10 Articles of Revocation plus the dissolution articles; effect relates back, subject to prejudicial reliance. No second terminal filing appears in Article 14: existence continues for winding up, suits do not abate, distributed-asset claims may reach shareholders only to statutory caps, and unavailable liquidation amounts go under Chapter 116B (§§ 55-14-04-.1409, 55-14-40) |
A foreign corporation needs a separate certificate of withdrawal under § 55-15-20. Judicial dissolution, receivership, creditor proceedings, and court-supervised voluntary liquidation use §§ 55-14-30-.1433; administrative dissolution/reinstatement, insolvency, bankruptcy, merger, and conversion are outside this consensual solvent route |
| North Dakota verified 2026-08-22 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1; ordinary domestic corporation uses a notice-of-intent and later articles/certificate sequence with the Secretary of State (§§ 10-19.1-105 to -113.1) |
Before ANY shares issue, majority incorporators or directors sign direct Articles of Dissolution stating incorporation date, no shares, returned subscriptions less organization expenses, and no unpaid debts; $20 filing, then SOS certificate (§ 10-19.1-106) |
For outstanding-share dissolution, § 10-19.1-107 states no separate board proposal/recommendation prerequisite; shareholders authorize directly. If no shares remain outstanding, directors may authorize, commence, and later revoke (§ 10-19.1-107) |
Notify every shareholder, voting or not, generally 10-50 days before and state dissolution purpose. Approval requires majority voting power of ALL shares entitled. Alternative is written action by all entitled shareholders; § 107 states no separate class/series vote (§§ 10-19.1-73, -75, -107 to -108) |
First file $10 notice naming corporation, meeting date/place, and requisite vote or unanimous written action. Later file $20 Articles under the chosen claim route; SOS issues certificate effective on issuance or stated date ≤30 days after filing. Chapter/articles/bylaws/resolution-authorized person signs; reproduced/e-signatures allowed (§§ 10-19.1-01, -108, -110 to -110.1, -113.1, -147) |
Covered sections and current SOS page state no universal tax-clearance or final-return attachment prerequisite. State charges are $10 notice + $20 articles; separate tax, annual-report, payroll, license, and account closures remain outside the filing (§§ 10-19.1-108, -113.1, -147; SOS page) |
Notice filing stops ordinary business and continues existence only to wind up until revocation or final articles. Board/officers collect debts, pay/provide known liabilities by priority, may dispose of substantially all assets without another shareholder vote, then distribute the remainder (§§ 10-19.1-108 to -109) |
Choose: (1) 4 weekly publications + written known-claimant notice, ≥90-day claim deadline, 30-day accept/reject, and claimant's longest 60/180/90-day remedy period; OR (2) no notice, pay/provide all known claims or wait 2 years before articles, with 2-year bar. One-year good-cause and personal-injury exceptions remain (§§ 10-19.1-110, -110.1, -124) |
Before final Articles, notify voting shareholders and revoke by majority of all entitled voting power, or directors if no outstanding shares; file $10 notice, then resume. Final SOS certificate ends corporation; former officers/directors/shareholders may sue or defend, and court may transfer omitted assets (§§ 10-19.1-107, -112, -113.1, -124 to -126, -147) |
Domestic dissolution does not withdraw foreign authority or replace administrative reinstatement, supervised/judicial dissolution, receivership, or bankruptcy. Foreign withdrawal is a separate $20 filing; disputed, deadlocked, unfairly prejudicial, waste, and creditor cases use court procedure (§§ 10-19.1-114 to -117, -137, -147) |
| Ohio verified 2026-08-22 | Ohio General Corporation Law, Ohio Rev. Code §§ 1701.86-.91; an ordinary domestic for-profit corporation adopts a dissolution resolution, files Form 561 Certificate of Dissolution with the Secretary of State, gives statutory claim notice, and winds up |
If articles state no initial capital, before business begins; if they state initial capital, before subscriptions reach that amount. Incorporators or a majority adopt a writing signed by each approving incorporator (§ 1701.86(C)) |
No board proposal or recommendation is required for the ordinary shareholder route. Directors alone may dissolve only in five special § 1701.86(D) cases. The resolution may authorize officers or directors to abandon before the certificate is filed (§ 1701.86(B), (D)-(E)) |
Notice to every shareholder, voting or not, generally 7-60 days before. Default quorum is the shareholders present unless governing documents provide otherwise. Approval is two-thirds of voting power; articles may set a greater or lesser threshold not below majority and any class vote. Written action requires all shareholders entitled to notice (§§ 1701.41, 1701.51, 1701.54, 1701.86(E)) |
File Form 561 stating name, adoption and manner, principal office, domain names, statutory agent, and optional delayed date up to 90 days. Majority incorporators sign that route; otherwise an officer, with a 30-day shareholder fallback. Attach claim notice and tax/agency documents; $50; online or paper; filing date or stated later date (§ 1701.86(F)-(J); SOS) |
Always include the personal-property affidavit. Also attach Taxation, personal-property-tax, unemployment, and workers' compensation evidence under § 1701.86(H), or use § 1701.86(I)'s affidavit alternative for items (H)(2)-(5): prior written agency notice, tax-liability acknowledgment, and prescribed Ohio-tax-information submission |
Corporation ceases ordinary business and continues for winding up for 5 years, extendable by court. Directors manage contracts, assets, claims, and conveyances. Pay/provide claims in full if assets suffice, otherwise by priority and pro rata within equal priority; distribute remainder by shareholder rights (§§ 1701.88, 1701.882) |
Mandatory certified/registered notice to each known creditor and claimant, including conditional, unmatured, and contingent claims; at least 60 days to claim, plus corporate-website and SOS posting. Rejection, security offers, and court-set security cover matured, contingent, unknown, and likely later claims (§§ 1701.87, 1701.881-.882) |
Resolution may authorize abandonment before filing; §§ 1701.86-.91 state no ordinary postfiling revocation certificate or later terminal filing. Winding-up existence and most third-party remedies use a 5-year outer period or shorter applicable limit; timely suits continue, court may extend winding up, and omitted assets remain collectible (§ 1701.88) |
A foreign corporation uses a separate certificate of surrender under § 1703.17. Bankruptcy, creditor assignment, receivership, expired/canceled articles, and judicial dissolution are special director or court routes under §§ 1701.86(D) and 1701.91, not the ordinary solvent shareholder route |
| Oklahoma verified 2026-08-22 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; ordinary domestic stock-corporation dissolution is under § 1096, with Secretary of State filing. Nonstock, court, administrative, foreign-withdrawal, and insolvency routes are separate (§§ 1097; 1100; 1135) |
No separate no-share or no-business shortcut stated. Stock corporations use § 1096's ordinary board-plus-shareholder route or its unanimous written-shareholder route; the statute supplies no incorporator-only dissolution (§ 1096) |
Board deems dissolution advisable and adopts the resolution by a majority of the whole board at a meeting called for that purpose. The resolution may reserve board abandonment after shareholder authorization (§ 1096(A), (E)) |
Mail voting shareholders notice of the board resolution and meeting; general meeting notice is 10-60 days and states a special meeting's purpose. Approval is a majority of all outstanding stock entitled to vote. With board action, § 1073 permits meeting-equivalent written/electronic consent; all voting shareholders may instead consent in writing without board action. Section 1096 states no separate group vote (§§ 1067; 1073; 1096) |
File one signed Certificate of Dissolution stating name, authorization date and route, directors' and officers' names/addresses, and original incorporation filing date. Authorized officer or statutory substitutes sign; signature alone acknowledges under penalty of perjury. $50; filing-effective or delayed no later than day 90. Permitted guidance says submit to SOS but does not specify channel (§§ 1007; 1096; 1142; Oklahoma.gov) |
No separate clearance certificate is stated, but § 1007 requires delinquent franchise taxes tendered to the Tax Commission with the filing sequence. Franchise-tax filing ended after tax year 2023, while prior noncompliance remains due. A complete-liquidation income return is due by the 15th day of the fourth month after the liquidation month (OTC; § 1007) |
Corporate existence continues for 3 years, or longer by court order, only to sue, settle and close business, dispose of property, discharge liabilities, and distribute remaining assets. Claims are paid/provided for before the remainder goes to shareholders; insufficient assets follow legal priority (§§ 1099; 1100.2) |
Optional detailed safe harbor: written claims get at least 60 days; publish weekly for 2 weeks and mail known claimants; rejection must be timely and gives 120 days to sue. Contingent/unmatured claims receive security offers, and court security covers pending and likely 5-to-10-year claims. Without the procedure, adopt a plan before 3-year survival ends covering known, pending, and likely 10-year claims (§§ 1100.1-1100.3) |
Revoke before the 3-year survival period ends, or later court-extended date: board recommendation, 10-60-day special-meeting notice, majority of the stock outstanding and entitled at dissolution or § 1073 consent, then file a certificate. Filing restores business; missed annual franchise reports/taxes remain due. No later terminal filing is stated (§§ 1067; 1073; 1099; 1119) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, payroll, licenses, permits, contracts, titles, accounts, or assumed names. An Oklahoma-authorized foreign corporation separately files withdrawal; a court may appoint trustees or receivers for unfinished business. Insolvent priorities, disputed authority, judicial or administrative dissolution, and bankruptcy are outside this consensual solvent route (§§ 1100; 1135) |
| Oregon verified 2026-08-22 | Oregon Business Corporation Act, ORS Chapter 60, administered by the Secretary of State Corporation Division. Ordinary domestic routes are incorporator/initial-director dissolution, unanimous shareholder-only dissolution, or board proposal plus shareholder approval; administrative, judicial, and foreign-withdrawal routes are separate (ORS 60.621; 60.624; 60.627; 60.661; 60.734; 60.952) |
Available only if both no shares have issued and business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid. Articles state name, incorporation date, both eligibility facts, no unpaid debt, and majority authorization (ORS 60.621; current SOS form) |
Board proposes dissolution and recommends it unless conflict or special circumstances justify no recommendation and the basis is communicated. The board may condition submission. Revocation uses the same authorization method unless the original authorization reserved board-only revocation (ORS 60.627; 60.634) |
Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Unless articles or a board condition requires more or group voting, approval is a majority of all votes entitled. A separate shareholder-only route requires all shareholders' written consent; general written action defaults to all entitled voters but articles may permit the meeting-equivalent threshold, with advance or prompt notices (ORS 60.211; 60.214; 60.624; 60.627) |
Articles state name, authorization date, vote figures and sufficiency, and separate voting-group figures if required. Chair, president, another officer, pre-board incorporator, court fiduciary, or authorized agent may sign under the identity-focused perjury declaration. Current paper form also asks for registry number, route, mailing address, signer name/title, and $100; dissolution occurs when the filing becomes effective, with a statutory delay of up to 90 days (ORS 60.004; 60.011; 60.631; ORS 56.140; SOS form) |
No tax-clearance certificate, final return, good-standing certificate, or annual-report proof accompanies the articles under the statute or current form. Filing and revocation each cost $100. SOS separately says payroll registrants should file the Business Change in Status Form with Revenue/Employment and local or industry licenses require separate closure steps (ORS 56.140; SOS form and closure guidance) |
Dissolved corporation continues its existence but only for winding up: collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and complete necessary acts. Title, shares, governance rules, suits, pending proceedings, and registered-agent authority continue (ORS 60.637) |
Both procedures are optional. Known-claim notice gives at least 120 days to submit and 90 days after rejection to sue; contingent and later-event claims are excluded. One county publication creates a five-year bar for covered unnotified, unacted-on, contingent, and later-event claims, but insurance-asset claims remain governed by other limitation periods. Unbarred claims reach undistributed assets or capped liquidation distributions (ORS 60.641; 60.644; 60.645) |
Revoke within 120 days by the original authorization method unless board-only action was reserved; file $100 Articles of Revocation. Effect relates back and business resumes as if dissolution never occurred. Chapter 60 states no later voluntary termination filing or fixed survival period; corporate existence, property title, governance, agent authority, claims, and proceedings continue for winding up (ORS 60.634; 60.637; ORS 56.140) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, payroll, licenses, permits, contracts, titles, accounts, or assumed names. An Oregon-authorized foreign corporation separately applies to withdraw. A private close corporation's deadlock, illegal/oppressive/fraudulent conduct, or waste dispute proceeds under the judicial-remedies statute; insolvent-creditor claims and court-supervised voluntary dissolution also use judicial routes (ORS 60.661; 60.734; 60.952; SOS closure guidance) |
| Pennsylvania verified 2026-08-22 | Pennsylvania Business Corporation Law of 1988, 15 Pa.C.S. ch. 19, Subchs. F and H; an ordinary domestic business corporation files articles of dissolution with the Department of State and selects a prefiling or postfiling liability route (§§ 1971-1997) |
Available if the corporation never transacted business or held assets other than subscription money. Majority incorporators or majority-in-interest shareholders approve; return subscriptions less necessary expenses, discharge or provide for liabilities, and file articles. No § 139 tax clearances (§§ 1971, 139(c)(2)) |
Board resolution must recommend dissolution and choose § 1975 prefiling provision or Subchapter H postfiling claims. Record consent of all voting shareholders can satisfy the board-proposal requirement. Before filing, the proposal may terminate as stated, be rescinded by the same process, and the board may reverse the liability-route election if authorized (§§ 1905, 1972, 1974) |
At least 10 days' record notice stating the dissolution purpose; default quorum is a majority of entitled votes. Approval is a majority of votes cast plus each required class vote. Written consent defaults to unanimous; bylaws may permit the meeting threshold, followed by prompt notice to nonconsenters (§§ 1704, 1756, 1766, 1973-1974) |
File DSCB:15-1977/5977 articles stating incorporation data, directors/officers, approval method, liability and asset treatment, and route-specific pending-action and notice recitals. Current form uses a duly authorized officer; $70; Department of State online account or mail. Corporate existence ceases on filing (§§ 135, 153, 1977; DOS) |
Ordinary articles require Department of Revenue and Department of Labor and Industry clearance certificates; the § 1971 never-operated route is exempt. Corporations file a $7 annual report before July 1 each year while subject to the reporting statute. State closing guidance separately lists Revenue license/account cancellation and Labor and Industry account cancellation (§§ 139, 146, 153) |
Under § 1975, wind up before articles: collect assets, convert as needed, discharge or adequately provide for liabilities by priority, then distribute surplus by shareholder rights. Under Subchapter H, file first and wind up afterward. A dissolved corporation continues only for winding up, suits, obligations, property, and distributions (§§ 1975, 1978, 1991.1) |
Two elected systems. Section 1975 requires immediate official publication and certified/registered mail to known creditors, claimants, and affected municipalities before filing. Subchapter H requires postfiling two-week publication, direct mail, at least 60 days to claim, rejection/security procedures, and court security for likely unknown claims (§§ 1975, 1992-1997) |
Before articles, terminate under the resolution or rescind through the same approval procedure; no ordinary postfiling revocation form appears in Subchapter F. Corporate claims survive their ordinary limit; another person's pre-dissolution claim generally must be brought within two years or the shorter applicable period. Suits stay in the corporate name; omitted assets remain collectible; distributee exposure is capped (§§ 1974, 1979) |
Pennsylvania dissolution does not withdraw registrations elsewhere; a foreign association in Pennsylvania uses a statement of withdrawal, not domestic articles. Insolvency and bankruptcy authorization are separate under § 1903, and a § 1975 wind-up may move into court supervision under § 1976; involuntary dissolution is Subchapter G |
| Rhode Island verified 2026-08-22 | Rhode Island Business Corporation Act, R.I. Gen. Laws ch. 7-1.2; ordinary domestic for-profit corporation completes liquidation, then files Form 111 with the Department of State (§§ 7-1.2-1301 to -1309) |
Majority of incorporators may file verified articles only if BOTH no shares issued and no business commenced; return paid subscriptions less necessary expenses, leave no debt unpaid, and pay fees/taxes. $50 Form 106; existence ends on SOS certificate (§ 7-1.2-1301; fee schedule) |
Meeting route requires board resolution recommending dissolution and directing a shareholder vote. Unanimous written consent of all voting shareholders is a separate route that does not state a board prerequisite (§§ 7-1.2-1302 to -1303) |
Meeting notice goes to each voting shareholder 10-60 days before and identifies dissolution as a purpose. Approval requires majority of all shares entitled to vote plus majority of each separately voting class. Alternative is written consent of all shareholders entitled to vote (§§ 7-1.2-701, -1302, -1303) |
After winding up, authorized officer files Form 111 stating route, paid/discharged debts, distributed assets, no pending suits or adequate provision, no tax debt, and effective date. $50 paper/online; online adds $2.50. Existence ends when SOS issues the certificate; form allows delayed date ≤90 days (§§ 7-1.2-1308 to -1309; Form 111/fee schedule) |
SOS issues the certificate only after all fees/taxes are paid. Form 111 requires final RI return, Taxation good-standing/status confirmation, and perjury certification of no outstanding tax; close separate Taxation/DLT accounts and licenses as applicable (§§ 7-1.2-1301, -1306, -1309; Form 111/SOS guidance) |
Immediately notify every known creditor, collect/sell assets, pay/satisfy/discharge liabilities, then distribute the remainder before filing. Court-supervised liquidation is optional. After the certificate, five-year powers remain only to settle/close, convey property, discharge liabilities, and distribute assets (§§ 7-1.2-1302, -1303, -1308, -1325) |
Direct notice to each known creditor is mandatory immediately after approval. Part 13 states no general publication or claim-submission safe harbor; Form 111 instead certifies debts paid/discharged and no pending suits or adequate judgment provision. Pre-dissolution remedies require suit within 2 years (§§ 7-1.2-1302, -1303, -1308, -1324) |
Within 120 days after articles become effective, revoke by unanimous written consent or board recommendation plus majority shareholder vote. File $10 Form 109/110 after fees/franchise taxes; effect relates back, subject to an available-name condition. Certificate ends existence, while remedies survive 2 years and limited closing powers 5 years (§§ 7-1.2-1304 to -1307, -1309, -1324 to -1325) |
Form 111 is not foreign withdrawal, administrative reinstatement, receivership, or bankruptcy advice. Foreign corporations use separate $50 Form 154. Voluntary liquidators may seek court supervision; completed bankruptcy may satisfy the debt recital, but contested/insolvent cases require specialized procedure (§§ 7-1.2-1302 to -1303, -1308; fee schedule) |
| South Carolina verified 2026-08-22 | South Carolina Business Corporation Act of 1988, Title 33 Chapters 1-20, chiefly Chapter 14; an ordinary domestic corporation files Articles of Dissolution with the Secretary of State. Voluntary, administrative, judicial, and foreign-withdrawal routes are separate (§§ 33-1-101, 33-14-101-.400, 33-15-200) |
Available if either no shares have issued or business has not commenced. The board, or a majority of incorporators if there are no directors, authorizes; no debt may remain unpaid and, if shares issued, net assets after winding up must be distributed (§ 33-14-101) |
Board proposes and recommends dissolution unless conflict or special circumstances justify no recommendation and the basis is communicated; submission may be conditioned. Holders of at least 10% of any voting-share class can require submission at the next possible meeting (§ 33-14-102(a)-(d)) |
Notify every shareholder 10-60 days before the meeting and state the dissolution purpose. Default approval is two-thirds of all votes entitled; articles may set any threshold at or above majority, and board conditions may require more or voting-group approval. Written action requires unanimous voting-shareholder consent plus 10-day advance notice to nonvoters (§§ 33-7-104-.105, 33-14-102) |
$10 Form F0049 states name, incorporation date, agent, directors/officers, authorization date, route, vote figures, and group results. General law permits chair/president/officer, pre-director incorporator, or court fiduciary; form says officer/director. Effective on accepted filing or a delayed date up to 90 days (§§ 33-1-200, -220, -230; 33-14-103; F0049) |
No DOR clearance accompanies Articles. Corporate returns, annual-report Schedule D, and license fees continue through the recorded dissolution date; after SOS filing, file the final short-period return with a period end matching the stamped dissolution date. A final return alone does not dissolve the corporation (SCDOR Corporate FAQs) |
Dissolved corporation continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and liquidate expeditiously. Title, governance, suits, pending proceedings, and registered-agent authority continue (§ 33-14-105) |
Both procedures are optional. Known-claim notice gives at least 120 days to submit and 90 days after rejection to sue, excluding contingent/later-event claims. One county publication reaches broader claims, but current text conflicts: notice must say 5 years while the operative bar says 10; shareholder exposure is capped at liquidation assets received (§§ 33-14-106-.107) |
Revoke within 120 days by the original authorization method unless board-only revocation was reserved; file $10 Articles of Revocation plus the dissolution articles. Effect relates back. No later terminal filing or fixed general survival term is stated; existence, title, governance, agent authority, and proceedings continue for winding up (§§ 33-14-104-.105) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or assumed names. A South Carolina-authorized foreign corporation separately obtains a certificate of withdrawal. Deadlock, oppression, waste, abandonment, insolvency claims, receivership, and court-supervised winding up use judicial routes (§§ 33-14-300-.330, 33-15-200) |
| South Dakota verified 2026-08-22 | South Dakota Business Corporation Act, SDCL ch. 47-1A; ordinary domestic corporation files Articles of Dissolution with the Secretary of State (§§ 47-1A-1401 to -1409) |
Majority of incorporators or initial directors may act if EITHER no shares issued or business not commenced; no debt may remain, and net assets must be distributed if shares issued (§ 47-1A-1401) |
Board proposes dissolution and ordinarily recommends it; conflict/special circumstances permit no recommendation if the basis is communicated. Board may condition submission on any basis (§§ 47-1A-1402 to -1402.1) |
Notify every shareholder, voting or not, 10-60 days before and identify dissolution as a purpose. Meeting needs ≥majority voting-power quorum; votes for must exceed votes against unless articles/board require more or group voting. Written consent requires ALL entitled shareholders (§§ 47-1A-704, -705, -725, -1402.2 to -.3) |
Articles state name, authorization date, and due shareholder approval. Chair, president, other officer, incorporator before directors, or court fiduciary signs; no notary required. Paper form; $10. Effective on filing/stated filing-day time or delayed ≤90 days (§§ 47-1A-120, -122, -123 to -123.1, -1403) |
Section 47-1A-1403 and the current form state no universal tax-clearance, good-standing, final-report, or agency attachment prerequisite. Filing fee is $10; tax, payroll, licenses, and accounts remain separate closure work |
Corporate existence continues without a fixed stated term, solely to collect/dispose of assets, discharge or provide for liabilities, distribute the remainder, and wind up. Directors distribute only after payment or provision for claims (§§ 47-1A-1405, -1409) |
Optional known-claim notice gives ≥120 days; rejected claimant has 90 days to sue and contingent/later claims are excluded. Optional one-time county/Hughes County newspaper notice creates a 3-year suit period; court-set security covers contingent, unknown, and reasonably estimated future claims (§§ 47-1A-1406 to -1408.1) |
Revoke within 120 days by the original authorization route unless board-only revocation was reserved; file $10 Articles of Revocation plus the dissolution articles, with relation back. No later terminal filing or fixed general survival cutoff stated; suits continue and unbarred claims reach undistributed assets or capped liquidating distributions (§§ 47-1A-1404 to -1407.2) |
Domestic dissolution does not withdraw foreign authority or replace administrative reinstatement, judicial dissolution, receivership, or bankruptcy. Foreign corporation withdrawal is a separate $10 application; deadlock, oppressive/fraudulent conduct, waste, and insolvent-creditor cases use circuit-court routes (§§ 47-1A-122, -1430, -1520) |
| Tennessee verified 2026-08-22 | Tennessee Business Corporation Act, Tenn. Code Title 48, chs. 11-27, especially Part 24; an ordinary domestic for-profit corporation files with the Secretary of State. Authorization, dissolution, winding up, claims, tax clearance, and termination are distinct (§§ 48-24-101 to -109) |
Available if either no shares have issued or business has not commenced. A majority of incorporators or initial directors authorizes; no debt may remain unpaid and any net assets after wind-up must be distributed. One $20 Articles of Dissolution and Termination filing plus tax clearance ends existence (§ 48-24-101; Form SS-4423) |
Board proposes and recommends dissolution unless conflict or special circumstances justify no recommendation and the basis is communicated. Submission may be conditioned on any basis (§ 48-24-102(b)-(d)) |
Notify every shareholder 10 days to 2 months before the meeting and state the dissolution purpose. Default approval is a majority of all votes entitled; charter or board may require more or voting groups. Unanimous consent works; the charter may permit the all-shares meeting threshold, with 10-day notices for nonvoting and nonconsenting shareholders (§§ 48-17-104, -105, -206; 48-24-102) |
Ordinary Articles of Dissolution state name and authorization date, say shareholders duly adopted the resolution, and attach the resolution or written consent. Authorized signer gives name/capacity. E-file, mail, or walk-in; $20; effective on filing or delayed up to 90 days. A Tennessee principal office also triggers a county-register copy filing (§§ 48-11-301, -303, -304; 48-24-103; Form SS-4410) |
No tax clearance accompanies the ordinary first-step Articles of Dissolution. Tax clearance is mandatory for the one-step shortcut and later Articles of Termination and means all applicable reports, including a final report, are filed and all revenue-law taxes, fees, and penalties paid. County-copy and other tax, license, permit, payroll, and account closures remain separate (§§ 48-11-201, -301; 48-24-101, -108) |
After ordinary dissolution, existence continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute remaining property by shareholder interests, and complete liquidation. Title, governance, suits, pending proceedings, and registered-agent authority continue (§ 48-24-105) |
Optional known-claim notice allows at least 4 months; unadmitted claims are barred if late, and rejected claims require suit within 3 months; contingent and post-dissolution claims are excluded. Optional one-time county publication gives unknown, unacted-on, contingent, and later claims a 2-year suit deadline; shareholder exposure is capped at distributions received. Directors must discharge or reasonably provide for claims (§§ 48-24-106, -107, -109) |
Ordinary dissolution may be revoked any time before termination by a permitted dissolution method, unless board-only revocation was reserved; file $20 Articles of Revocation and effectiveness relates back. After assets are distributed to creditors and shareholders, file $20 tax-cleared Articles of Termination. Termination preserves preexisting claims, suits in the corporate name, and protective action; no voluntary reinstatement route follows (§§ 48-24-104, -108) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, licenses, permits, contracts, titles, accounts, or assumed names. A Tennessee-authorized foreign corporation separately files a $20 Application for Certificate of Withdrawal with tax clearance. Administrative/judicial dissolution, receivership, creditor process, insolvency, and bankruptcy use other routes (§§ 48-11-303, 48-25-201) |
| Texas verified 2026-08-21 | Texas Business Organizations Code Chapters 11 and 21; ordinary domestic for-profit corporation winds up, then terminates through Secretary of State Form 651 (Tex. Bus. Orgs. Code §§ 11.001-11.414, 21.501-21.504) |
If no business commenced and no shares issued, majority organizers or the board may approve winding up; the corporation still must wind up, obtain tax status, and file Form 651 (§ 21.502(2)) |
Ordinary meeting route: board adopts a resolution recommending winding up and directing shareholder submission. Board step is bypassed only by unanimous written shareholder consent or the no-business/no-shares route (§ 21.502) |
Meeting notice 10-60 days and must state winding-up purpose. Default ≥2/3 of all outstanding entitled shares plus ≥2/3 of each separately voting class/series; certificate may set a threshold not below majority and may alter separate voting. Written-consent route requires every shareholder (§§ 21.353, 21.364-21.365, 21.502-21.503) |
After winding up, officer signs Form 651 stating entity/governing-person data, file number, event, and compliance. $40; duplicate paper mail/delivery; effective on acceptance/filing or valid delayed date/time/event within 90-day framework (§§ 11.101-11.102; Form 651) |
Mandatory Comptroller Form 05-305 certificate that Title 2 taxes are paid and entity is in good standing for termination; must remain good through effective date. Online status printout is insufficient (§ 11.101(b); Form 651) |
Directors manage; stop ordinary business, notify known claimants, collect/sell property, and finish wind-up. Discharge or adequately provide for all liabilities, then distribute remainder by shareholder rights; limited business may continue only to avoid unreasonable loss (§§ 11.052-11.053, 21.504) |
Written winding-up notice to every known claimant is mandatory; claim includes contingent/unmatured rights. After termination, optional certified-mail procedure allows ≥120 days to present and 180 days to sue after rejection, always within three-year ceiling; no publication prerequisite (§§ 11.001, 11.052, 11.358-11.359) |
Before termination, revoke using the same Chapter 21 approval routes. Qualifying mistaken, unauthorized, incomplete, or necessary-to-act termination may be reinstated by approval, certificate, and tax letter, relating back. Terminated entity survives three years for listed claims, property, and unfinished affairs (§§ 11.151, 11.201-11.206, 11.356) |
Form 651 is a domestic-entity termination, not foreign withdrawal. Court decree can require winding up and court may supervise; insolvency, receivership, tax forfeiture, administrative termination, and contested dissolution use separate Chapter 11 procedures (§§ 11.051(5), 11.054, 11.401-11.414) |
| Utah verified 2026-08-22 | Utah Revised Business Corporation Act, Title 16, Ch. 10a, Part 14; Division of Corporations and Commercial Code; domestic voluntary articles route (§§ 16-10a-1401 to -1409) |
If no shares have issued, majority of directors, or if none elected or serving majority of incorporators, may authorize; no separate no-business/debt test stated (§ 16-10a-1401) |
After shares issue, board recommends unless conflict or special circumstances justify no recommendation and the basis is communicated; board may condition effectiveness (§ 16-10a-1402(2)-(3)) |
Each separate voting group: majority of all votes entitled, subject to permitted higher threshold. Meeting notice 10-60 days and must state dissolution purpose; written consent uses meeting threshold, 60-day collection, and nonconsenter notice (§§ 16-10a-704, -705, -1402) |
Articles state name, principal/service address, authorization date and route or voting-group totals. Current chair, all directors, officer, qualifying incorporator/fiduciary/attorney-in-fact signs; Division filing is immediate or may delay up to 90 days (§§ 16-10a-120, -123, -1403) |
No Tax Clearance Certificate for domestic dissolution; continue Utah corporation tax filings/payments until legal dissolution. Online existing-business filing; voluntary dissolution has no charge (Tax Commission and Division guidance) |
Existence continues only for winding up: collect and dispose of assets, discharge or provide for liabilities, then distribute remaining property; suits continue and title stays with corporation (§ 16-10a-1405) |
Optional known-claim notice: at least 120 days; rejection and suit periods each 90 days. Optional publication bars claims after 5 years; without publication claims generally bar after 7 years. No general court-set reserve route stated (§§ 16-10a-1406 to -1408) |
Revoke within 120 days by same authorization, unless original approval allowed board-only revocation; file articles plus dissolution copy, no delayed effect, relation back. Current § 1422 mentions voluntary dissolution but agency/approval text is administrative; Oct. 1 replacement is expressly administrative-only (§§ 16-10a-1404, -1422; future § 16-1a-604) |
Domestic articles do not withdraw a foreign registration; foreign corporations use a separate withdrawal application. Deadlock, oppression/fraud, waste, insolvency creditor claims, or court-supervised winding up use § 16-10a-1430 judicial routes, not this consensual route |
| Vermont verified 2026-08-22 | Vermont Business Corporation Act, 11A V.S.A. ch. 14; ordinary domestic corporation authorizes dissolution, files articles with the Secretary of State, then continues for winding up (§§ 14.01 to -.09) |
Majority of incorporators or initial directors may file if EITHER no shares issued OR business never commenced; no debt may remain, and net assets must be distributed if shares were issued (§ 14.01) |
Board proposes and must recommend unless conflict/special circumstances justify no recommendation and the basis is communicated; submission may be conditioned (§ 14.02(a)-(c)) |
Notify every shareholder 10-60 days before meeting and state dissolution purpose; approval is majority of ALL votes entitled unless articles/board require more or groups. Default consent is unanimous; articles may authorize majority-all-shares consent with prior notice and prompt nonconsenter notice (§§ 7.04, -.05, -.25; 14.02) |
$35 articles state name/date, vote and group tallies, debt settlement, property distribution, pending-litigation status, and unpaid-wage status. Chair/officer signs; early route may use incorporator. File online or by mail with one copy; effective on filing or delayed ≤90 days (§§ 1.20, -.22, -.23; 14.03) |
If unpaid wages are owed, also file a statement with Labor. Tax clearance is optional after articles, but taxes survive and failure to make specified clearance/reserve efforts can expose assenting directors; shareholders can face capped exposure when no clearance. Filing fee $35 (§§ 14.03(c), 14.09) |
Corporation continues only to collect/dispose assets, discharge/provide liabilities, distribute remainder by shareholder interests, sue/defend, and liquidate; title and registered-agent authority continue. Claims/obligations precede shareholder funds (§§ 14.05, 14.08) |
Optional safe-harbor system: known claimants get ≥120 days and 90 days after rejection to sue. Other-claim route requires one county publication plus Attorney General notice and states a 5-year bar; contingent claims use 90-day security offer/rejection windows and possible court-set security (§§ 14.06 to -.08) |
Revoke within 120 days by original authorization route unless board-only power was reserved; file $35 articles plus dissolution copy, effective with relation back. No later terminal filing/fixed survival period; existence, title, agent, and proceedings continue for windup (§§ 14.04 to -.05) |
Domestic voluntary dissolution does not withdraw foreign authority or replace judicial dissolution, receivership, creditor-priority, or bankruptcy procedure. Vermont foreign withdrawal requires a separate $25 application/certificate; judicial grounds include deadlock, oppression/fraud, waste, specified insolvency, and court-supervised windup (§§ 1.22, 14.30 to -.32, 15.20) |
| Virginia verified 2026-08-22 | Virginia Stock Corporation Act, Va. Code Title 13.1, ch. 9, art. 16; an ordinary domestic stock corporation files with the State Corporation Commission. Operating corporations use dissolution, winding up, and later termination; a qualifying initial-director/incorporator corporation uses direct termination (§§ 13.1-742 to -755) |
Available if no shares were issued OR, even if shares were issued, business never commenced. No debt may remain unpaid; any remaining net assets go to shareholders. Majority initial directors—or majority incorporators if none were named/elected—file one $10 Articles of Termination document (§ 13.1-751; SCC guide) |
Board first adopts a dissolution resolution, recommends it unless conflict or special circumstances justify no recommendation and disclosure, and may condition shareholder approval or effectiveness. Unanimous shareholder consent needs no board action. Revocation uses the original authorization method unless it allowed board-only revocation (§§ 13.1-657, 13.1-742, 13.1-744) |
Meeting notice to every shareholder is 25-60 days and states dissolution purpose. Default approval: more than two-thirds of all votes entitled to be cast, with quorum; board/articles may require more, while articles may lower it no further than majority votes cast by each entitled group. Unanimous consent always works; articles-authorized lesser consent follows § 13.1-657's board, 60-day, and 10-day notice rules (§§ 13.1-657, -658, -742) |
First file Articles of Dissolution stating name, authorization date, and unanimous-consent or board/shareholder route. Authorized chair, vice-chair, president, or other officer signs. File through CIS in real time or by mail/delivery; $10. Commission certificate is effective when issued or at a stated time/date no later than 15 days afterward (§§ 13.1-604, -606, -616, -743; Form SCC743) |
Before dissolution, pay Commission-administered fees, taxes, and delinquencies, subject to the annual-fee timing exception. Later termination certifies all Virginia returns filed and state taxes paid through the statement date. No separate tax-clearance certificate is stated; close the Virginia Tax account online or with Form R-3. Until termination, annual reports/registration fees continue (§§ 13.1-743, -750; SCC guide; Virginia Tax) |
Dissolved corporation continues only to collect/dispose of assets, discharge or provide for liabilities, distribute the remainder by shareholder interests, and liquidate. Title, governance, shares, registered-agent authority, suits, and pending proceedings continue. Directors must apply remaining assets to claims or reasonable provision before distributions (§§ 13.1-745, 13.1-746.3) |
Optional known-claim notice: at least 120 days to confirm and, for an unadmitted claim, at least 180 days to sue; excludes contingent, post-dissolution-event, and more-than-60-day-maturity liabilities. Optional other-claim notice: direct delivery, one newspaper publication, or website posting for at least 30 days; suit by earlier limitations expiry or 3 years. Court-set security may protect distributees (§§ 13.1-746 to -746.2) |
Revoke any time before the termination certificate becomes effective, by the same authorization method unless original approval allowed board-only revocation; file $10 Articles of Revocation, which relate back. After all assets are distributed and dissolution remains unrevoked, file $10 Articles of Termination plus the state-tax certification. Termination ends existence except for suits and appropriate corporate action, and pretermination remedies survive (§§ 13.1-744, -750, -755) |
Domestic dissolution does not close tax accounts, permits, assumed names, or registrations elsewhere. Virginia separately requires an authorized foreign corporation to apply for withdrawal before terminating in its home jurisdiction. Judicial dissolution, receivership, insolvency, bankruptcy, administrative termination, merger, conversion, and disputed control use other routes (§§ 13.1-747 to -749, 13.1-752 to -754, 13.1-767) |
| Washington verified 2026-08-22 | Washington Business Corporation Act, RCW Title 23B, ch. 23B.14; an ordinary domestic profit corporation files Articles of Dissolution with the Secretary of State. Authorization, filing, mandatory publication, winding up, optional claims procedures, and revocation are distinct steps (§§ 23B.14.010-.070) |
Available only if no shares have been issued; business inactivity is not an alternative test. Majority initial directors—or majority incorporators if no initial directors were named or elected—approve, then the same Articles of Dissolution, revenue-clearance, and publication rules apply (§§ 23B.14.010(1), .030) |
Board proposes and normally recommends dissolution; it may make no recommendation for conflict/special circumstances or when § 23B.08.245 applies, but must communicate the basis. Submission may be conditioned, including on a specified shareholder-group vote (§ 23B.14.020(1)-(3)) |
Notify every shareholder. Meeting notice is 20-60 days and states the dissolution purpose. Pre-Aug. 1, 2024 corporation: default two-thirds of all votes entitled plus each entitled group, reducible only to majority. Later corporation: default majority of all entitled votes plus each group. Unanimous consent works; lesser consent requires articles authority and the meeting-equivalent threshold (§§ 23B.07.040, .050, .250; 23B.14.020) |
Attach the revenue-clearance certificate and file Articles of Dissolution stating name, approval date, and § 23B.14.010 or board/shareholder route; current form also requests UBI. Authorized person gives name/capacity and signs or certifies. Online, mail, or in person; $0 base fee, online processing fee, optional $100 expedite; effective on filing or delayed up to 90 days (§§ 23B.14.030, 23.95.200, .210, .260; SOS form/instructions) |
Department of Revenue clearance certificate—not its application—is a filing prerequisite. Corporate officer signs and emails the application; DOR says a complete accurate request is issued within 10 business days and cannot be expedited. Separately close the DOR account online or by form, then file/pay the final excise return by the 25th of the next month (RCW § 82.32.260; DOR) |
Existence continues only for winding up: collect assets; dispose of property subject to liens/restrictions; satisfy or reasonably provide for liabilities by legal priority and pro rata within class; then distribute the remainder by shareholder interests. Title, governance, suits, pending proceedings, and registered-agent authority continue (§ 23B.14.050) |
Mandatory publication within 30 days, once weekly for 3 consecutive weeks. After publication, optional known-claim notice allows at least 120 days to submit and 90 days to sue after rejection. Optional superior-court provision may cover known/unknown, matured/unmatured, contingent/conditional claims; proceeding notice is due within 10 days (§§ 23B.14.030, .060, .065) |
Revoke within 120 days by the original approval method unless board-only revocation was authorized; file Articles of Revocation plus the Articles of Dissolution, and effectiveness relates back. No separate voluntary termination filing; corporate wind-up existence continues, and claims/remedies generally have a 3-year post-dissolution survival period (§§ 23B.14.040, .050, .340) |
Domestic dissolution does not withdraw registrations elsewhere or close tax, license, permit, contract, title, or account obligations. Washington uses a separate statement of withdrawal for a registered foreign entity. The board-only financial-distress route, assignments/receivers, administrative dissolution, judicial dissolution, insolvency, and bankruptcy are outside this solvent consensual route (§§ 23B.14.010(2), .050(4); 23.95.530) |
| West Virginia verified 2026-08-22 | West Virginia Business Corporation Act, W. Va. Code ch. 31D; ordinary domestic for-profit corporation files Articles of Dissolution and receives an SOS Certificate of Dissolution (§§ 31D-1-101, -150(4), 31D-14-1401 to -1407) |
Majority of incorporators or initial directors may act if either no shares issued or business never commenced. No debt may remain; if shares issued, remaining net assets must already be distributed. Articles recite each fact (§ 31D-14-1401) |
Board proposes dissolution, ordinarily recommends it, and communicates why conflict or special circumstances support no recommendation. Board may condition submission. Default quorum is a majority of the fixed or prescribed directors, but articles/bylaws may require more or allow no fewer than one third; majority present then acts (§§ 31D-8-824, 31D-14-1402) |
Notify every shareholder 10-60 days before the meeting and state dissolution as a purpose. Default quorum is majority of entitled votes; votes for must exceed votes against. Written consent requires all entitled shareholders within 60 days; required notice to nonvoters precedes effect by at least 10 days. No automatic separate-group vote (§§ 31D-7-704 to -705, -725; 31D-14-1402) |
Articles state name, authorization date, and shareholder-approval recital; shortcut articles add incorporation date and eligibility/debt/distribution recitals. Chair, president, officer, or qualifying incorporator signs. File online through One Stop or with SOS; $25. Corporation dissolves only when it receives the SOS Certificate after agency clearances—not merely on filing (§§ 31D-1-120, 31D-14-1401, -1403; § 59-1-2; SOS) |
Mandatory interagency clearance before SOS issues the Certificate of Dissolution: Tax Commissioner and Bureau of Employment Programs must report all listed taxes and employment-security payments paid, provided for, or not applicable. Articles filing is not completion (§ 31D-14-1403(c)) |
Dissolved corporation continues only to wind up: collect assets, dispose of property, discharge or provide for liabilities, distribute remaining property by shareholder interests, litigate, and complete liquidation. Title and registered-agent authority remain (§ 31D-14-1405) |
Optional known-claim procedure becomes written notice if elected: at least 120 days to claim and 90 days after rejection to sue; contingent and later-event claims are excluded. Optional one-time newspaper publication creates a 5-year action bar for covered unknown, unacted-on, contingent, and later-event claims. No court-security procedure is stated (§§ 31D-14-1406 to -1407) |
Revoke within 120 days by the original authorization route unless board-only revocation was reserved; file $15 Articles of Revocation with the dissolution articles. Effect relates back and business resumes. No later terminal filing or fixed survival period is stated; existence continues for winding up (§§ 31D-14-1404 to -1405; § 59-1-2) |
Domestic dissolution does not withdraw registrations elsewhere or close taxes, payroll, licenses, permits, contracts, titles, accounts, or assumed names. A West Virginia-authorized foreign corporation separately obtains a tax-cleared Certificate of Withdrawal. Insolvent-creditor, deadlock, oppression, fraud, waste, receivership, judicial, administrative, and bankruptcy routes are separate (§§ 31D-14-1420 to -1434; 31D-15-1520) |
| Wisconsin verified 2026-08-22 | Wisconsin Business Corporation Law, Chapter 180, chiefly Subchapter XIV; an ordinary domestic for-profit corporation files Articles of Dissolution with DFI. The chapter separates no-share, board/shareholder, administrative, judicial, statutory-close, and foreign-withdrawal routes (Wis. Stat. §§ 180.0103(5), 180.0105, 180.1401-.1430, 180.1520) |
Available when no shares have issued; Wisconsin does not add a no-business-started test. Incorporators or the board authorize, every debt must be paid, and the articles state name, incorporation date, no shares, no unpaid debt, and the authorizing body (§ 180.1401) |
Board may propose dissolution for shareholders and condition submission on any basis. Section 180.1402 states no separate recommendation requirement; revocation ordinarily follows the same authorization method unless board-only revocation was reserved (§§ 180.1402(1), 180.1404(2)) |
Notify every shareholder, voting or not, 10-60 days before the meeting and state the dissolution purpose. Default approval is a majority of all votes entitled to be cast; greater or voting-group approval may apply. Unanimous written consent always works; articles may authorize minimum-vote consent, followed by 10-day nonconsenter notice (§§ 180.0704-.0705, 180.1402) |
Form 10 states corporation name, statutory route, authorizing body, and authorization date when applicable. An officer signs, or an incorporator before directors are selected; no seal, attestation, acknowledgment, verification, or proof is required. Online filing is $20; effect is receipt/close of business or a stated time, with a delayed date up to 90 days (§§ 180.0120, 180.0122(1m)(p), 180.0123, 180.1401-.1403; Form 10) |
DFI requires any delinquent DFI back fees with dissolution, but neither § 180.1403 nor Form 10 names Revenue clearance as a filing prerequisite. DOR separately requires final returns and account closure; withholding reconciliation and final sales/use returns generally have 30-day closure deadlines (DFI; DOR Closing a Business) |
Corporation continues only to collect assets, dispose of property, discharge or provide for liabilities, distribute the remainder by shareholder interests, and finish liquidation. Title, governance, registered-agent authority, and new or pending proceedings continue; unclaimed creditor/shareholder property goes to Revenue under Chapter 177 (§§ 180.1405, 180.1440) |
Both safe harbors are optional. Direct notice gives at least 120 days to claim and 90 days after rejection to sue, but excludes contingent/post-dissolution claims and specified taxes. One class-1 newspaper notice creates a 2-year suit deadline for listed known, unknown, contingent, and later claims; shareholder exposure is capped by the liquidation assets received (§§ 180.1406-.1408) |
Revoke within 120 days by the original authorization method, unless incorporator authorization or the original approval permits board-only revocation; file $10 Articles of Revocation plus the dissolution articles. Effective revocation relates back. No later terminal filing is named; corporate existence, suits, title, and registered-agent authority continue for winding up (§§ 180.0122(1m)(q), 180.1404-.1405) |
A foreign corporation needs a separate DFI certificate of withdrawal under § 180.1520. Administrative dissolution for reports, fees, or agent failures and judicial dissolution for deadlock, misconduct, waste, insolvency claims, or court-supervised winding up use §§ 180.1420-.1430, not this solvent consensual route |
| Wyoming verified 2026-08-22 | Wyoming Business Corporation Act, Wyo. Stat. §§ 17-16-1401 to -1409; ordinary domestic corporation authorizes dissolution, files articles with Secretary of State, then continues for winding up |
Majority of incorporators or initial directors may file if EITHER no shares issued OR business never commenced; no debt may remain, and net assets must be distributed if shares were issued (§ 17-16-1401) |
Board proposes and must recommend unless conflict/special circumstances justify no recommendation and the basis is communicated; submission may be conditioned (§ 17-16-1402(a)-(c)) |
Notify every shareholder 10-60 days before meeting and state dissolution purpose. Default: majority-entitled-vote quorum and votes for exceed votes against. Default consent is unanimous; articles may allow meeting-equivalent consent within 60 days plus 10-day notices (§§ 17-16-704, -705, -725; 17-16-1402) |
$60 articles state name, authorization date, and shareholder-approval recital. Chair/president/officer signs; early form accepts incorporator/director. Mail original form; email not accepted. Effective on receipt/filing or delayed ≤90 days (§§ 17-16-120, -123, -1403; SOS forms/fee schedule) |
No separate revenue clearance is stated. Filing requires active/good standing and payment/provision for filing fee and required past-due fees, license taxes, or penalties. Current filing fee $60; annual report/license tax is separately due in anniversary month at $60 or 0.0002 of Wyoming assets, whichever greater (§§ 17-16-120(j), -122, -1630; SOS form) |
Corporation continues only to collect/dispose assets, discharge/provide liabilities, distribute remainder by shareholder interests, sue/defend, and liquidate; title and registered-agent authority continue. Claims precede shareholder distributions (§§ 17-16-1405, -1409) |
Optional known-claim notice: ≥120-day response and 90 days after rejection to sue. Optional one-time county publication: notice states shorter of 3 years/applicable limitations; § 1407(c) separately says 3 years for listed claims. Publication users may seek court-set security (§§ 17-16-1406 to -1409) |
Revoke within 120 days by original route unless board-only power was reserved; mail $60 articles plus dissolution copy, effective with relation back, subject to name availability. No later terminal filing/fixed survival period; existence, title, agent, and proceedings continue for windup (§§ 17-16-1404 to -1405) |
Domestic voluntary dissolution does not withdraw foreign authority or replace judicial dissolution, receivership, creditor-priority, or bankruptcy procedure. Wyoming foreign withdrawal requires a separate certificate; judicial grounds include deadlock, oppression/fraud, waste, specified insolvency, abandonment, and court-supervised windup (§§ 17-16-1430 to -1432, -1520) |
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