Dissolving a corparation.

[BROADST25]

What do I have to do to dissolve a corparation that I own 100% of. Also I would like to sell the assets of that corp. to the 2nd.

 

[I AM ALWAYS LIABLE]

<BLOCKQUOTE><font size="1" face="Verdana, Arial">quote:</font><HR>Originally posted by BROADST25:
What do I have to do to dissolve a corparation that I own 100% of. Also I would like to sell the assets of that corp. to the 2nd.<HR></BLOCKQUOTE>

My response:

The voluntary dissolution of a domestic corporation is initiated by an election to dissolve. The election to dissolve may be made by the vote or written consent of a majority of all the members of the corporation or, if there are no members, by the board of directors. Following the election, a Certificate of Election to Wind Up and Dissolve must be prepared and filed with the Secretary of State's Office. To complete the dissolution, a Certificate of Dissolution must also be prepared and filed with this office. The Certificate of Election must be filed prior to, or simultaneously with, the Certificate of Dissolution.

NOTE: If the election to dissolve was made by the vote of all the members of a corporation with members or by all members of the board of directors of a corporation without members, the Certificate of Election is not required to be filed if the Certificate of Dissolution includes one of the following applicable statements:

The corporation has no members, the election was made by all the directors of the corporation.

OR

The election to dissolve was made by the vote of all the members of the corporation.

A Certificate of Dissolution cannot be filed without a current and valid Tax Clearance Certificate issued by the Franchise Tax Board. If the Certificate of Dissolution (meeting statutory requirements) is accompanied by a current and valid Tax Clearance Certificate, the Certificate of Dissolution will be filed.

Then, when everything is cleared by the Secretary of State, you are then free to sell whatever assets are left over.

IAAL


------------------
By reading the “Response” to your question or comment, you agree that: The opinions expressed herein by "I AM ALWAYS LIABLE" are designed to provide educational information only and are not intended to, nor do they, offer legal advice. Opinions expressed to you in this site are not intended to, nor does it, create an attorney-client relationship, nor does it constitute legal advice to any person reviewing such information. No electronic communication with "I AM ALWAYS LIABLE," on its own, will generate an attorney-client relationship, nor will it be considered an attorney-client privileged communication. You further agree that you will obtain your own attorney's advice and counsel for your questions responded to herein by "I AM ALWAYS LIABLE."

 

[BROADST25]

Dear IAAL, Thank you. Where would I get a Certificate of Dissolution, and a Tax Clearance Certificate. How long of a process is this?

 

[I AM ALWAYS LIABLE]

<BLOCKQUOTE><font size="1" face="Verdana, Arial">quote:</font><HR>Originally posted by BROADST25:
Dear IAAL, Thank you. Where would I get a Certificate of Dissolution, and a Tax Clearance Certificate. How long of a process is this?<HR></BLOCKQUOTE>


My response:

You get the forms from either your attorney who helped you to form the corporation in the first place, or you can get the forms from the Secretary of State in the State where the corporation is formed - - for example, your business might be in Indiana, but the corporation was incorporated in Delaware. Then, you'd get the forms from Delaware in that instance.

The longest part in this scenario is the "tax clearance." So, the whole process should be over within 6 to 8 weeks.

IAAL

------------------
By reading the “Response” to your question or comment, you agree that: The opinions expressed herein by "I AM ALWAYS LIABLE" are designed to provide educational information only and are not intended to, nor do they, offer legal advice. Opinions expressed to you in this site are not intended to, nor does it, create an attorney-client relationship, nor does it constitute legal advice to any person reviewing such information. No electronic communication with "I AM ALWAYS LIABLE," on its own, will generate an attorney-client relationship, nor will it be considered an attorney-client privileged communication. You further agree that you will obtain your own attorney's advice and counsel for your questions responded to herein by "I AM ALWAYS LIABLE."

 

[BROADST25]

Thank you. Thank you. Thank you.