If you are going out of business or are simply not using your corporate form, there are several different ways to discontinue. The first involves not filing your annual report form. If you do not file the annual report form with the secretary of state, your corporation will be administratively suspended. This means you are not entitled to conduct business as a corporate entity as far as the state is concerned. After a certain grace period, your corporation will be administratively dissolved. You will still need to notify the IRS and state taxing agencies that you are out of business, or they will keep sending you forms and expecting to receive your tax returns.
Another way to discontinue is to file Articles of Dissolution with the secretary of state. Many states will have a form you can use on their website or contact them to obtain a form. When filing this form, you must indicate that all of the corporation’s creditors have been paid and there are no outstanding debts. Again, you will still need to notify the IRS and state taxing agencies that you are out of business, or they will keep sending you forms and expecting to receive your tax returns.
Finally, you can file with the court requesting that the corporation be dissolved. This procedure is usually done only when the shareholders or other parties cannot agree on conducting business or how to liquidate and distribute the corporation’s assets. By doing this, you are asking a judge to review the facts and decide for you. This procedure is usually done only when the shareholders or other parties cannot agree on conducting business or how to liquidate and distribute the corporation’s assets.