When the company was originally filed, a Certificate of Formation/Incorporation was submitted to create the new entity. The company is actually born at the time of filing. I like to think of that document as the birth certificate for the LLC or Corporation. When it comes time to close down the entity, once again a document is filed with the Division of Corporations. The proper document for the closing of a Corporation is called a Certificate of Dissolution, while the filing is called a Certificate of Cancellation for an LLC. You can think of this as the death certificate.

How can we help you close your company?

We make the process of closing your company as simple as possible. All you need to do is call or email us and we’ll take it from there. We can prepare and file all the necessary documentation for you. Before we can proceed with the filing of the documents all franchise taxes must be paid, including the current year. HBS will prepare a Certificate of Cancellation or Certificate of Dissolution for your signature, and forward it to you via fax or email. It must be signed by the Authorized person of the LLC or an appropriate officer of the Corporation. Once signed, simply return it to us by fax or email. The Certificate will be filed with the State of Delaware within 24 hours.

The State typically takes 3-5 business days to return the receipt of filing. As soon as the approved document is available we will forward it to you for your records. We strongly suggest that clients speak with their accountant/tax professional first before proceeding with the cancellation/dissolution. Once the filing is approved it is difficult to undo the filing.

If your company has a bank account you should close the account before filing the Certificate of Cancellation/dissolution. If you have filed taxes with the IRS you will need to file a closing tax return AFTER filing the Certificate of Cancellation/Dissolution and attach a Certified Copy of the Certificate of Cancellation/Dissolution to your final tax return.

Please call us at 1 (800) 345-2677 or email info@delawareinc.com for more information on this subject. We are here to assist you in closing your company, and we’ll get you into a new company right away, if you need one.

Too often I hear clients say how they can’t find their Articles of Incorporation, or that a bank wants to see company documents verifying authorized individuals. These are usually the folks that were looking to save a few bucks and a chose a filing only service at the time they formed their companies. If they had bought the kit, they would’ve had a place to keep their documents, and would’ve had that corporate resolution approved by the Board of Directors showing authorized persons elected for banking. It’s just better to be prepared.

For corporation or LLC owner’s, a well documented kit should include an organization chart to give the business person an overview of how the company is organized. When completed properly, the sample bylaws, resolution forms and minutes of meetings will help strengthen the veil of any LLC or corporation. Remember, when it comes to advice, whether legal or financial, nothing can replace a good lawyer or accountant, respectively. However, lawyers are not needed to draft boilerplate minutes, bylaws, membership agreements, etc. That can save you and your newly formed company a lot of money in the beginning. For issuing stock or membership certificates having a corporate kit is a real time saver also, with official certificates imprinted with the company’s name on them, a company seal and transfer ledger right at your fingertips. For LLCs, a sample operating agreement will help the members get organized quickly, so they can begin concentrating on business.

Do it right and make sure you get your corporate kit!