After the shareholders decide to dissolve the corporation, the appropriate forms must be filed with the state. Voluntary dissolution procedures vary among the states and you should always consult a local attorney to insure that you are complying with the state law applicable to your corporation.
State laws on voluntary dissolution fall into three general categories:
Two-Step States: States that follow the Model Act require a corporation to file a statement of intent to dissolve before starting the winding-up process. After that process is completed (i.e., creditors notified of dissolution, bills paid and remaining assets, if any, distributed to shareholders), the corporation files Articles of Dissolution.
One-Step States - Start of Winding Up: States that follow the Revised Model Act permit a corporation to file articles of dissolution before starting the winding up process.
One-Step States - End of Winding Up: A few states only require the articles of dissolution to be filed; however, the form cannot be filed until after the winding-up process has been completed.
Some states will also require you to file a statement from the state-taxing agency that the dissolved corporation is current on its state taxes. Again, check with your attorney to determine what documents that must be filed with your state.
Some states have posted on their website, forms that may be used for filing Statement of Intent to Dissolve or Articles of Dissolution.
Dissolving a Corporation:
Corporate Action
Filing With the State
Notification to Creditors
Handling Creditors' Claims
Distribution of Remaining Assets
