Entity Dissolution
Stop paying for a company you already closed.
A shutdown has two tracks. Counsel files the paperwork that ends the entity. Everything else — final returns, payroll accounts, registrations in every state you ever qualified in — is the track that gets left undone, and it is the one still generating notices three years later. We run that track, for any entity type, in any state.
Why our dissolution work is different
Your lawyer files the dissolution. We close the company.
Filing the certificate is one step of roughly forty. The other thirty-nine are tax and operations, and they are where a shutdown quietly stays open.
Two tracks, one owner
Counsel runs the legal track. We run the tax and operations track and keep both in sequence, so you are not the one chasing a state agency for a clearance letter.
Any entity, any state
C corp, S corp, partnership, LLC. Formed in one state and qualified in four means five terminations, not one, and each state has its own order of operations.
Books closed before anything is filed
Several filings need figures that only exist once the books are closed. Guess at them and you have filed an inaccurate final return under your own signature.
A file you can answer a notice from
One organized record of every filing and every confirmation. If something arrives in three years, you want to answer it in ten minutes, not reconstruct a dead company.
What is included
Every account you opened, closed by someone who knows the order.
A company leaves a trail of registrations. Each one stays open, and keeps generating notices, until somebody closes it deliberately.
Where the money actually moves
Four entity types. Four different tax bills.
The legal filing is roughly the same shape everywhere. The tax consequence is not, and the gap between handling it well and handling it carelessly is usually larger than the whole cost of the engagement.
Taxed twice on the way out
Gain is recognized at the corporate level on assets distributed, as though they were sold at fair market value, and again at the shareholder level where the distribution is treated as payment for the stock. Form 966 within 30 days, 1099-DIV on the distributions.
Basis decides the bill
No second layer, but gain still passes through. Stock and debt basis has to be worked out before anything is distributed or the gain is overstated. Built-in gains apply if the company converted from a C corporation inside the recognition period.
Hot assets change the rate
Distributions are tested against each partner’s outside basis. Receivables and depreciation recapture can convert what looks like capital gain into ordinary income, and debt relief is treated as a cash distribution, which surprises people every time.
Simplest on paper, worst in practice
No entity return at all. The activity closes out on the owner’s own return. But the EIN still has to be cancelled and the state registrations still have to be ended, and this is the one most often left half-closed.
How we work
Books first. Filings second.
The order matters more than the paperwork. Filing in the wrong sequence is what turns a six-week shutdown into a six-month one.
What the rules actually say
The numbers that decide what a shutdown costs.
Not our results. These are the statutory figures that shape every wind-down, and the reason the order of operations matters.
Keep exploring
Go deeper — or just talk to us.
Close it once, properly, and stop thinking about it.
A 30-minute call. Bring your entity list and the states you registered in — we will tell you what is still open, what order it has to be closed in, and what our side costs. Legal work is handled by independent licensed counsel you engage directly; we take no part of any legal fee.
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