Dissolution & wind-up for US businesses

A named person on our team owns your file and reviews everything that leaves it. Software does a real share of the grinding underneath it — coding, matching, flagging the obvious gaps — but nothing regulated happens without a person’s judgement, and nothing here is signed or filed by an algorithm.

The dissolution filing is prepared and coordinated by CapEasy; final federal and state returns run through partner CPA firms.

Whatever you already run. Most commonly QuickBooks, Xero, NetSuite, Sage, Zoho Books and a handful of others — we work inside your system rather than moving you onto one of our own.

A short, free read-only look at what you already have, and a written note on what we found. A scoping call decides the size of the engagement — nothing here commits you to anything.

There is no published price for dissolution & wind-up — it depends on volume, how many entities are involved, and how far behind the books are. We quote after the read-only review, which is free.

Dissolution & wind-up sits inside corporate compliance, alongside Annual report & franchise tax compliance, Company name change, Registered agent / office change. Most clients end up buying the category as a whole rather than one leaf at a time, but starting narrow is fine.

We prepare and coordinate the Certificate of Dissolution for a stock corporation or the Certificate of Cancellation for an LLC — the document that Delaware's Division of Corporations processes to end the entity's existence. Filing the final federal and state tax returns is a separate step that runs through a partner CPA firm.

No — Delaware requires the entity to be in good standing before it will accept a dissolution filing, which means any unpaid franchise tax and any unfiled annual report has to clear first. We check that history at the start of the engagement so the real sequence and timeline are clear before anything is filed.

No. The Delaware filing ends the entity under state law; the IRS and any state revenue department still expect a final return — Form 1120 for a C-corp, Form 1065 for a multi-member LLC, or the closing Schedule C items for a single-member LLC — marked 'final' and reporting the last year's activity. Our partner CPA firm files that return.

Delaware's wind-up rules require known debts to be paid or provisioned for before any distribution to equity holders. We build that settlement schedule and the creditor-notice package as part of the wind-up file; a disputed or contested creditor claim goes to counsel, not through us.

Administrative dissolution happens when a company stops paying franchise tax or filing its annual report and Delaware forfeits the charter — the entity is still legally alive in a lapsed state, it just isn't current. A voluntary dissolution is a deliberate filing after wind-up is complete. If a company has simply stopped filing, the fix is usually either a fresh dissolution filing (if there's nothing left to save) or a Certificate of Revival (if it needs to come back).

The EIN itself isn't cancelled by the IRS in the way a state entity is dissolved — it stays associated with the company's record, and the final return marked 'final' is what tells the IRS the entity has closed. Bank accounts get closed as part of the wind-up once all payments and distributions have cleared; we sequence that against the settlement schedule so nothing closes early.

Delaware's dissolution statute calls for creditor notice in specific circumstances, and where it applies, the response window has to run before the company treats outstanding claims as resolved. We prepare that notice against the statute and track the window as part of the wind-up timeline.

Liquidating distributions typically carry their own tax reporting, including 1099-DIV where applicable, and can trigger capital-gains consequences for the recipient. We keep a distribution schedule showing what each holder received and hand it to the partner CPA firm, who determines the actual reporting and any tax due.

It depends entirely on how current the entity is when the engagement starts. A company with clean filings and no back tax can move to the Certificate of Dissolution quickly; a company with two or three years of unfiled annual reports has to clear that first, which is the part that actually determines the timeline — not the filing itself.

A voluntarily dissolved entity generally cannot simply be reactivated the way an administratively dissolved one can be revived — dissolution is meant to be final. If there's a real chance the entity might be needed again, that's worth discussing before filing, not after.

No — this service covers a straightforward, solvent wind-up where debts can be settled or provisioned for in the ordinary course. Contested creditor priority, insolvency, or disputes among owners need counsel, and we'll say so early rather than proceed as if the filing alone resolves it.