Closing a business is never an easy decision, but sometimes, it’s the best option for moving forward. There are various reasons a business may need to be shut down, such as financial struggles, changes in the market, or personal circumstances.

Regardless of the reason, closing a business requires careful planning and execution to meet all legal and financial obligations.

If you find yourself at this crossroads, don’t worry – we’ve covered you with our comprehensive checklist for closing or dissolving a business in the US.

From notifying employees to filing final taxes, we’ll walk you through every step so you can confidently close your doors. Let’s get started!

The Legal Requirements for Closing a Business

Closing a business involves complying with various laws and regulations set forth by federal, state, and local authorities.

Failing to follow these requirements could result in penalties or legal action, which can further prolong the closure of your business and potentially harm your personal finances.

The specific legal requirements for closing a business may vary depending on the type of business entity you have registered as.

For instance, if you are operating as a sole proprietorship or general partnership, you must take different steps than if you are closing down an LLC (Limited Liability Company) or corporation-type business. 

For an LLC, you can opt for two types of dissolution: administrative and formal. While administrative dissolution doesn’t cost anything, it has many drawbacks, such as your business showing up as delinquent.

You may have to pay state fees in the second option, but the process is simple and straightforward. All you need to do is submit an Articles of Dissolution, pay off debts, close bank accounts, and pay members of the LLC any profits.

Therefore, it is highly recommended that you get all the information beforehand to avoid potential legal issues and successfully close down your business in compliance with all applicable laws and regulations.

You can also seek professional guidance from CPAs to ensure that all legal obligations are met and the process goes smoothly. 

✔️1. Dissolving Your Business Entity

Dissolving your business entity involves officially terminating your company’s legal existence and ending all related activities. The first step is meeting with the company’s stakeholders, partners, or members.

This meeting should be documented and include a resolution outlining the decision to dissolve the company. The resolution should also state who will oversee the dissolution process and how any remaining assets or liabilities will be handled.

Next, you must file articles of dissolution with the state government where your business was registered.

These articles must include basic information such as your company’s name, date of dissolution, and reason for dissolution.

Some US states require additional documents for dissolution, so it is important to check with your secretary of state office for specific requirements.

Once you have filed articles of dissolution, you must cancel any permits, licenses, or registrations obtained for your business.

This includes federal tax identification numbers (EIN), state tax IDs, and any professional licenses that may have been required for operating your business.

Another important aspect of dissolving a business entity is settling all outstanding debts and obligations. Thorough records of all payments made during this process are essential, as they may be needed for tax purposes.

Any assets remaining after settling debts and obligations must be distributed among shareholders or partners according to their ownership percentage. 

✔️2. Canceling Business Licenses and Permits

Depending on the type of business and its location, various licenses and permits may need to be canceled before officially shutting down operations. The first step is identifying all the necessary licenses and permits for your specific business.

This can be done by consulting with local government offices or your registered agent. 

Once you have identified all necessary licenses and permits, it is time to start the cancellation process. This typically involves submitting an application or form to the issuing agency requesting license or permit termination.

The application should include details such as the reason for closure, final operation date, and any required documentation.

In addition to canceling individual licenses and permits, businesses must notify other agencies, such as the IRS (Internal Revenue Service) and state tax authorities, about their closure.

This will ensure no further taxes or fees are assessed after the official closure date. It is important to keep track of all canceled licenses and permits for record-keeping purposes. This information may be needed for future inquiries from government agencies.

Some businesses may also have federal-level licenses or certifications that require cancellation. For example, if a company has a trademark registered with the United States Patent & Trademark Office (USPTO), it must be canceled through their website’s electronic filing system.

Also, remember to terminate insurance policies associated with your business operations once you have formally closed down your company.

✔️3. Settling Any Remaining Debts or Liabilities

Settling any remaining debts or liabilities is crucial to closing a business. First and foremost, it’s important to identify all outstanding debts and liabilities that need to be settled before officially closing your business.

This may include loans, credit card balances, taxes, vendor payments, leases or rental agreements, and other outstanding bills. Make sure to gather all relevant documents and statements to understand the amount owed for each debt.

Once you have identified all outstanding debts and liabilities, create a payment plan that works for your budget.

Prioritize which debts must be paid off first based on interest rates or payment terms. Contacting creditors and negotiating for better payment options is also helpful if possible.

If your business has assets such as equipment or inventory, consider selling them to generate additional funds for debt repayment. You can also reach out to potential buyers who may be interested in purchasing your business as a whole.

In addition, make sure you are aware of any personal guarantees that may have been made when acquiring loans or signing contracts for the business.

Keep detailed records of all payments made to prove that you have fulfilled your obligations, which can protect you from future claims against the closed business.

Once all debts and liabilities have been settled, be sure to obtain written confirmation from all creditors stating that your account has been paid in full. This will provide further protection against any potential disputes in the future.

✔️4. Collecting Outstanding Accounts Receivable

Collecting outstanding accounts receivable is an essential step in closing down a business. It ensures that all pending payments from customers or clients are received and accounted for before officially ending operations. This helps maximize the business’s financial resources and ensures all parties have fulfilled their obligations.

The first step is reviewing your records and identifying pending invoices or payments. This includes reviewing your accounting software, bank statements, and other relevant documents to ensure you have an accurate list of outstanding receivables.

Once you have identified the outstanding accounts, contact your customers to request prompt payment and provide them with clear instructions on how they can settle their dues.

Throughout this process, it’s crucial to document all communications with customers regarding outstanding accounts receivable. This includes keeping records of emails, phone calls, and other correspondence forms.

These can serve as evidence in case of disputes or disagreements in the future.

✔️5. Liquidating Your Business Assets

Before closing down your business, you should sell off all the physical assets and equipment used for conducting business operations. The first step in liquidating your business assets is to conduct a thorough inventory of all the assets owned by the company.

This will help you determine what needs to be sold and what can be disposed of. It is important to accurately document each asset’s value and condition to ensure transparency in the liquidation process.

Once you have determined the prices for your assets, it’s time to advertise them for sale. You can use various channels such as online platforms, local classifieds, or even reach out to other industry businesses.

Make sure to include detailed descriptions and clear images of each item for sale. You can also seek professional assistance from auction houses or liquidators specializing in selling business assets. 

As you receive offers from potential buyers, make sure to thoroughly vet them before finalizing any deals. Consider factors such as their payment method, reliability, and ability to transport or remove the purchased items from your premises.

It is essential to close all accounts related to business assets, such as insurance policies or rental agreements. This will help avoid unnecessary expenses and ensure a smooth business closure.

Records of invoices or receipts should be kept as proof of sale for tax purposes.

Sometimes, where certain items remain unsold, you may dispose of them through recycling or donating to charitable organizations.

✔️6. Filing Final Tax Returns and Paying Outstanding Taxes

The Internal Revenue Service (IRS) requires all businesses to file their final tax returns and pay any outstanding taxes before officially closing their doors. The first step in this process is determining which forms must be filed for your specific type of business.

Sole proprietors, partnerships, corporations, and LLCs have different tax requirements when it comes to filing their final tax returns. 

Once you have determined which forms must be filled out, the next step is gathering all necessary documentation, such as income statements, expense reports, and payroll records. This information will be used when completing the necessary tax forms.

It is essential to keep accurate records throughout the year to complete this step efficiently.

One important form that needs to be filed when closing a business is Form 966 – Corporate Dissolution or Liquidation. This form notifies the IRS that your corporation has officially ceased operations and will no longer require an EIN (Employer Identification Number).

In addition, if your business has employees, you must file Form W-2 for each employee and Form 941 – Employer’s Quarterly Federal Tax Return.

It is also crucial to remember that even if your business did not make any profits during its final year of operation, you are still required to file a tax return with the IRS. The type of return will depend on your business structure.

Still, it could include Form 1065 – U.S. Return of Partnership Income for partnerships or LLCs with multiple owners or Form 1040 – U.S. Individual Income Tax Return for sole proprietors.

In addition to filing final tax returns, paying any outstanding taxes your business owes is essential.

This includes income, payroll, and sales taxes, if applicable. The IRS may impose penalties for failing to pay these taxes on time, so ensuring all payments are made before closing the business is crucial.

✔️7. Informing Stakeholders and Customers

The first step in communicating with stakeholders and customers is to develop a clear communication plan.

This plan should outline who needs to be informed, what information needs to be shared, and how it will be communicated. Ensuring all stakeholders are notified simultaneously is crucial to avoid misunderstandings or rumors.

When informing employees about the business’s closure, it is vital to do so in person rather than through email or other written communication. This allows for more personalized communication and allows employees to ask questions and express their concerns.

It is also important to provide them with details about their final paycheck, severance packages if applicable, and information on unemployment benefits.

Last but not least are customers who have supported your business throughout its operation. They deserve a proper explanation for why you are closing down and how it may impact any ongoing transactions or services they have with your business.

Maintaining open and honest communication with customers is essential to minimize any negative impact on your brand’s reputation.

✔️8. Offering Employees Their Dues

As an employer, you are responsible for ensuring that your employees are given proper severance packages, final paychecks, and other entitled benefits. In this section, we will discuss the necessary steps you need to take to ensure your employees’ well-being while closing down your business in the US.

First and foremost, ensuring your employees receive their final paychecks promptly is essential.

According to federal law (the Fair Labor Standards Act), employers must pay all earned wages within a reasonable time after employment ends; this typically means paying final wages on their last day worked or within the next regular payday.

In addition to regular wages earned up until the date of closure, you must also include any accrued vacation time or unpaid overtime in the final paycheck. Failure to do so can result in legal consequences for the employer.

Offering severance packages can also ease the financial burden on employees who may suddenly find themselves without a job. 

✔️9. Close Down Business Accounts

It is crucial to close all financial accounts before closing down the business, including US business bank accounts and credit cards. Failure to close these accounts can result in serious consequences, such as continued fees and potential legal issues.

The first step in closing down a business account is to inform your bank of your intention. This can typically be done over the phone or in person at a branch. Be sure to provide them with your account number and any other necessary information.

In addition to notifying your bank, informing creditors and merchants who were authorized users of your business’s credit cards about the closure is essential. This will prevent any unauthorized charges on the account in the future.

Once all payments and transactions have been settled and accounted for, cancel all physical credit cards associated with the business. This will ensure they cannot be used after the account is closed.

✔️10. Follow Federal and State Employment Laws

One of the most important federal laws to consider when closing a business is the Worker Adjustment and Retraining Notification (WARN) Act. This law requires businesses with 100 or more full-time employees to provide at least 60 days’ notice before mass layoffs or plant closings.

The purpose of this law is to give employees time to prepare for job loss and seek alternate employment opportunities.

Under the WARN Act, businesses must provide advance notice and comply with certain severance pay, benefits, and retirement plan requirements. Employers may also be required to offer retraining opportunities for affected workers.

Before initiating any mass layoffs or plant closures, business owners must consult with an employment lawyer familiar with WARN Act regulations.

State employment laws may also have specific requirements for closing a business down. For example, some states have final paycheck laws that require employers to provide final paychecks within a certain timeframe after an employee’s last day of work.

Other states have specific PTO payout laws for handling employee benefits such as vacation pay, sick leave, or unused paid time off.

Additionally, state unemployment insurance agencies must be notified about changes in an employer’s workforce due to closure or layoffs.

This includes providing details such as employee names, Social Security numbers, dates of hire and termination, and reason for separation from employment.

Moreover, some states require businesses going through bankruptcy proceedings to establish a trust account specifically designated for employee wages and benefits.

This ensures that employees will be paid what they are owed even if the business cannot fulfill its financial obligations.

Let doola Close the Loose Ends With Ease

While closing down your business may be inevitable, it’s not an easy decision.

Regardless of the circumstances, it is paramount that you dissolve your business’s legal status and assets properly. Or else, there can be a heap of legal issues for you to deal with.

So, to stay legally compliant and ensure a smooth transition for the dissolution of your business, doola has your back.

Whether you need help managing your finances or creating a comprehensive plan to help you organize and control your paperwork, we make it easy for you. While others might charge up to $1500, we are happy to help at a fraction of this cost.

Contact us today to dissolve your LLC or Corporation at the most affordable price and with the highest-quality service.