How Can A Corporation Be Ended After It Has Been Formed?
The dissolution of a corporation can be a consequence of inconsistencies in the business operations towards the state laws. The Virginia Corporation Commission may order the dissolution of your corporation as a result of your violations.
It can be because of failure to file an annual report or pay taxes, fraud in procuring incorporation, and the like. However, there are instances where it is your personal choice to end the terms of your corporation.
Whatever reason may be behind it, it is important that you know the procedures for dissolving a corporation in Manassas, Virginia. If you wish to file an article of dissolution, you may seek advice from your business formation lawyer.
If you have none, you can speak with the lawyers at The Irving Law Firm. They can advise you on what course of action to take as well as ensure that the dissolution is properly filed. This is for you to avoid unnecessary legal repercussions in the end.
Ending Your Corporation
Pursuant to § 13.1-743 Articles of dissolution of the Virginia Code, you may file the article after an authorized dissolution within your corporation. Wherein, you must submit to the Commission filing articles of dissolution which contain:
- Corporation’s name.
- Date of dissolution through a document authorized by the shareholders.
The important matter about the document of dissolution entails that the shareholders should unanimously decide it. Not only the shareholders but also the board of directors must indicate their approval.
However, you should know that there are different articles to be filed depending on the nature of the dissolution.
If your business is yet to start operating or issue shares, you can dissolve it by submitting Form SCC751. As mentioned above, the statement or the article of dissolution must not only come from the owner’s decision.
It should be a unanimous and/or majority decision of the incorporators. The proof of their approval reflects in their affixed signature on the document.
On the other hand, if your corporation already started business operations and issued shares, you should be aware of filing either of these two documents. Remember, either document must be filed through mail or personally handed into the office of the Commission.
- Form SCC743 which refers to the Articles of Dissolution.
- Articles of Termination of Corporate Existence (Form SCC750).
A Certificate of Dissolution and a Certificate of Termination will be issued by the Corporation Commission. You must obtain both certificates to avoid being liable for the annual corporation fees. You must be aware that the president or officer-in-charge or the chairman of the board of directors, must sign both of these documents.
Important Information About Ending A Corporation
Similar to filing an article for incorporation, you must also pay fees for filing articles of dissolution. If your dissolution happened prior to the conduct of operations of the corporation, you must pay $10 for the filing.
Meanwhile, your filing fee will be $20 if your corporation already started issuing shares and operating. This is because you need to comply with two forms.
Moreover, the normal processing time for dissolving your corporation will take 1-2 weeks. Your rights to your corporation name are also subject to termination as soon as you receive the Certificate of Termination.
Similarly to that, if you are administratively abolished for whatever reason, your name is forfeited right away. You should also remember that you may still be accountable for the annual corporation fees if you do not properly dissolve your corporation.
The annual registration fee is due at the same time as the annual report.
A Manassas, Virginia corporation’s status on the Commission’s records will be altered to “Not Good Standing” if it fails to submit its yearly report.
If the fee is not paid by the due date, the corporation will be penalized 10% of the amount or $10, whichever is higher. It is crucial that your articles of dissolution are filed correctly because of this.
Summary
Ending your corporation still requires enough legal knowledge to avoid legal consequences. A legal counsel can help you process it and ensure that you abide by the requirements of the law upon dissolution.
If you are in Manassas, Virginia and you wish to end your corporation, do not hesitate to speak with the dependable lawyers at The Irving Law Firm. First of all, they will help you identify the nature of your dissolution. As well as, they will ensure that you are complying with the appropriate documents.
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