Alex’s franchise business was running at full steam when he received a letter from a collection agency from out of the blue. Unsure about where he could possibly be delinquent, he learned it was for a “Business Registration Fee” and further investigating uncovered that it was fees for an old business he once started a decade ago and never did anything with.
The moral of the story is that any business, once officially launched, must be officially closed. In Alex’s case, he quickly lost interest in that original company, stopped advertising, didn’t look for clients, and had no revenue.
But just because you’re not actively working on a business doesn’t mean it’s closed.
You’ll need to formally close your LLC or Corporation. Otherwise, you can still be on the hook for filing your inactive business’ annual reports, filing state/federal tax returns, and keeping up any business licenses. All of these will take time and money – and savvy entrepreneurs don’t like to pay any more than they absolutely have to. As Alex learned, the fees and obligations will catch up to you eventually.
If you have an inactive business and are certain you’re retiring it, it’s smart to wrap things up and close it officially before the end of the year. That way, you won’t be on the hook for anything in the future and you’ll be free to focus your attention on something bigger and better.
How to Close an Inactive Business
1. Dissolve the Legal Entity (LLC or Corporation) with the State
An LLC or Corporation needs to be officially dissolved. If there are multiple owners/shareholders involved, all business associates need to vote on the business closing. After the vote, you’ll need to file an “Articles of Dissolution” or “Certificate of Termination” with the Secretary of State’s office wherever your LLC or Corporation was established.
- For a corporation: If shares were issued, two-thirds of the voting shares need to agree on dissolving the company. If no shares were issued, the Board of Directors needs to approve. You’ll need to record the final vote in the meeting minutes.
- For an LLC: Each state has specific rules for closing a business and you’ll need to review the “dissolution requirements” in your state’s Limited Liability Company Act. You could also try calling the secretary or state’s office for help, or work with an online legal document filing service.
2. Pay Any Outstanding Bills
You need to satisfy any company debts before closing the business. In most cases, an LLC or Corp needs to settle its debts before any money or assets can be legally distributed to the members.
If your business doesn’t have the resources to pay its debts, talk with an attorney to determine the next steps.
3. Cancel Any Business Licenses or Permits
If you opened any licenses or permits (such as a reseller’s license), you’ll need to cancel them with the appropriate local entity. Be proactive about cancelling these things. The county government won’t know you’re not actually operating a business anymore (and will continue to assess fees) until you notify them.
4. File Your Final Federal and State Tax Returns
You will need to file a tax return for the year you go out of business. For a partnership, corporation, S Corp, or LLC, you can check the box indicating that this is a final return. You can learn more here. And if you have any employees, you’ll need to file the final employment tax returns and make your final federal tax deposits for these taxes.
This list represents the legal steps needed to properly close a business. But there are other things to consider when closing a business as well.
If you still have any active clients, you’ll need to create a closing plan with them. Likewise, you should discuss your plans with any key contractors, vendors, freelancers, suppliers or anyone else who has helped you. Don’t just go dark and make them wonder what happened.
By being considerate and open with your network, people will be more eager to join you for future ventures.
Closed Photo via Shutterstock
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