Close the accounts, not just the entity
Company Closure & Restructuring in the United States
Dissolving the entity is the easy part. The tax and state accounts it leaves behind are what cause problems.
GCC business setup specialists
Letting it lapse is not closing it
A company that simply stops filing is administratively dissolved by the state, which is not the same as being properly closed: tax accounts stay open, filing obligations continue to accrue, and penalties build — including the substantial federal information return penalty that applies to foreign-owned entities with no activity at all. Proper dissolution means closing every account in every state as well as filing the dissolution itself.
- Every state registration and tax account closed, not just the main one
- Final federal and state returns filed properly
- The foreign-owner penalty exposure stopped, not left running
20+
Mainland, free zone and offshore jurisdictions we file in — so the recommendation is based on your activity, not on which authority we happen to be registered with.
7,000+
Companies successfully established.
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What is involved
The closure sequence
More accounts than people expect.
| Step | What it involves |
|---|---|
| Member or board resolution | Formal decision to dissolve. |
| Wind up affairs | Assets realised, creditors paid, distributions made. |
| Final federal return | Filed and marked final, including information returns. |
| Final state returns | In every state with nexus. |
| Close tax accounts | Payroll, sales tax and state withholding accounts. |
| Dissolve and withdraw | In the formation state and every qualified state. |
Dissolution procedures, tax clearance requirements and account closure processes differ by state and change, and insolvent situations follow a different route requiring US counsel. We handle US formation and compliance set-up and co-ordinate with US tax, regulatory or litigation counsel where advice is needed. We do not give US tax or legal advice.
How it works
Closing or restructuring
Inventory the accounts first.
01
Inventory the obligations
Every state registration, tax account, payroll account and sales tax permit the company holds — usually more than the owner remembers.
02
Wind up and file finals
Affairs wound up, final federal and state returns filed and marked final, and all tax accounts formally closed.
03
Dissolve everywhere
Dissolution filed in the formation state and withdrawal filed in every state where the company was qualified.
To close properly
What has to be dealt with
An open account keeps generating obligations.
- Resolution to dissolve
- Creditors paid or provided for
- Assets realised and distributed
- Final federal return filed and marked final
- Foreign-owner information return filed for the final period
- Final state income or franchise returns
- Payroll accounts closed in each state
- Sales tax permits closed in each state
- Employees terminated with final pay to state deadlines
- Bank accounts closed after final transactions
- Registered agent appointments terminated
- Records retained for the required period
Scope
What is included, and what is not
Stated plainly, so nothing is added once the engagement starts.
Included in the service fee
- Inventory of registrations and tax accounts
- Resolution and dissolution documentation
- Final federal and state return co-ordination
- Foreign-owner information return for the final period
- Payroll and sales tax account closures
- Dissolution in the formation state
- Withdrawal in each qualified state
- Registered agent termination
Not included, quoted separately
- State fees and franchise taxes, paid at cost
- Outstanding taxes, interest and penalties
- Tax return preparation unless quoted
- US tax and legal advice
- Insolvency and bankruptcy proceedings
- Employee settlements
- Lease termination and dilapidations
- Asset valuations and disposal
Verify independently
Relevant US authorities
We file directly with these bodies on your behalf.
US Customs and Border ProtectionFederal Trade CommissionOccupational Safety and Health AdministrationState alcoholic beverage control boardsCounty assessors and recordersState attorneys general
Questions
US company closure — FAQs
Can I just stop filing?
No. The state will administratively dissolve the entity, but tax accounts stay open, obligations keep accruing and penalties build. It is the most expensive way to close a US company.
What is the worst exposure if I walk away?
For a foreign-owned entity, the federal information return penalty, which applies per year even with no activity. Walking away does not stop it accruing.
Do I have to dissolve in every state?
Yes — dissolution in the formation state and withdrawal in each state where you qualified. Leaving one open leaves its annual obligations running.
Do tax accounts close automatically?
No. Payroll, sales tax and state withholding accounts must each be closed, and they generate filing obligations until they are.
What if the company cannot pay its creditors?
That is an insolvency matter with its own process and director considerations, and it requires US counsel. We will say so rather than proceeding with a voluntary dissolution.
Go deeper
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