how do you write an article of dissolution

Articles of Dissolution: Everything You Need to Know

Articles of dissolution can be filed when you want to end your limited liability company (LLC) or corporation. 3 min read updated on February 01, 2023

Articles of dissolution can be filed when you want to end your limited liability company (LLC) or corporation. You will need to file this document with the correct state agency, usually the Secretary of State, and make sure that it includes the correct information.

Articles of Dissolution Filing

Filing articles of dissolution will allow you to permanently end your company. While you can file these articles on your own, you may want help from a professional to make sure that they get filed correctly.

Once you file your articles of dissolution, several events will occur. First, your LLC or corporation will be officially ended. Second, you will no longer have to pay taxes or annual fees for your corporation.

To make sure that your company is properly closed, you must complete several steps:

All owners of your LLC must agree to the dissolution.
Outstanding fees, reports, and taxes must be filed before the State will dissolve your company. Depending on your state, you may also need to be issued a Tax Clearance.
You should alert creditors that you plan to end your company and settle any remaining debts.
Remaining assets should be allocated to company owners. You will distribute these assets based on each person's ownership percentage.
Alert authorities at the local, state, and federal level that your company is ending. You will need to cancel your business licenses and tax identification numbers.

Dissolving a Company in Florida

Many states, including Florida, allow you to file your articles of dissolution online. Reviewing the process for dissolving a Florida corporation can help you prepare for the dissolution process in your state.

First, you need to prepare to file your articles of dissolution. Review the rules for filing this document. You should also be sure you have all the information that you need to file your articles. Finally, you need to make sure you have a valid form of payment so that you can pay for any remaining fees. Florida corporations and LLCs have the right to voluntarily dissolve. As soon as the articles of dissolution are filed, the company will not exist any longer.

Depending on the nature of your corporation or LLC, your articles of dissolution may need to include information specific to your entity. The Florida Division of Corporations recommends that you have your articles reviewed by an experienced attorney before filing. The filing fee for your articles of dissolution is $35, and you can pay using either a debit or credit card.

If you want physical proof that your corporation has dissolved, you can request that the state issue a certificate of status . You are not legally required to have this document. Your certificate of status will state that the Division of Corporations no longer considers your company active. You will need to pay $8.75 for each certificate that you request.

When signing your articles of dissolution, you may type your legal name in the signature box. In Florida, an electronic signature is the same legally as a physical signature. Be sure, however, that you are not typing another person's name without their express permission, as this is forgery and may result in severe penalties, including prison time.

Although filing your articles of dissolution online is the easiest option, you can also physically file this document if you wish. All you need to do is print off the correct form, fill it out, and then mail your form, along with the required fee, to the Florida Department of Corporations. You should remember, however, that if you decide to pay the filing fee using a credit card, you must submit your articles electronically.

What to Include in Your Articles

Every state will have different requirements for what information you need to include in articles of dissolution. That said, there is some basic information that's required regardless of the state where you are filing.

First, you need to be sure to include the legal name of your company. Second, your articles of dissolution should state the date when your company will be dissolved. Finally, there should be a statement that your corporation's board of directors or your LLC's members approved the dissolution.

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Content Approved by UpCounsel

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Avoid fees and taxes.

Until you dissolve your business, you're still on the hook for the fees and taxes that come with operating it.

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If you're winding down your company, you also need to dissolve it officially with the state.

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Frequently asked questions

What are articles of dissolution.

It's the form that lets the state know your business is officially dissolving. Articles of dissolution are required for most business types, such as LLCs and corporations. If you have a sole proprietorship—an unincorporated business that you run and own alone—there's no need to file if you stop doing business.

Why should I officially dissolve my business?

It's important to file articles of dissolution when you end a business or the state will continue to expect the business to meet its legal obligations, such as having licenses, filing reports, and paying business taxes.

What happens if I don't dissolve my business?

You'll still be obligated to file reports, pay taxes, and more. If you don't dissolve and fail to meet those obligations, you could face fines, penalties, and the loss of your personal liability protection.

What steps do I need to take to dissolve my business?

Before dissolving your business, it's important to consult your operating agreement or bylaws for any guidelines on how to dissolve. You should also notify creditors and pay business taxes you may owe. Once you're ready, you can easily file articles of dissolution with us: answer a few questions online, and we'll create and file your paperwork with the state.

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Sample documents

Select your state below for a representative sample document(s). Click on the link to view and/or download the document. Your final forms, documents and filings may differ depending on your state. NOTE: You will need Adobe® Acrobat Reader to view the document. Download the latest version

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how do you write an article of dissolution

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Note: Links to our free templates are at the bottom of this long guide. Also note: This is not legal advice

Introduction

When a business decides to close its doors, it must file Articles of Dissolution with their state’s Secretary of State. These documents provide the legal framework needed to ensure liabilities and obligations are taken care of when a business ceases to exist in a legal sense, so that all assets will belong to the shareholders. Without filing these documents, the business can remain liable for any debts incurred during its existence.

To draft one’s own Articles of Dissolution can be an intimidating process. That is why the Genie AI team provides access to millions of datapoints that teach users what a market-standard article looks like, as well as a free community template library where anyone can customize high-quality legal documents - without paying for costly lawyer fees. The Genie AI team simply wants to help people get their dissolution paperwork done correctly and efficiently so they can move forward with their lives.

The document outlines details about the date and place of dissolution, names of shareholders, what assets are being distributed (and how), and other information about the business itself. It is essential that this paperwork is filed correctly and in a timely manner; otherwise, businesses risk remaining responsible for expenses even after they’ve been dissolved. An experienced lawyer may also be helpful in ensuring all necessary documents are filed properly and addressing legal advice throughout the process.

At Genie AI we understand how important Articles of Dissolution are in safeguarding against future financial issues when closing down an enterprise - making sure no party remains liable unnecessarily - which is why we have created our open source legal templates library and community template library platform so everyone has access to high quality yet affordable dissolution paperwork solutions no matter their financial circumstances or educational background. By accessing our database today, you could have your own articles drafted within minutes with all your liability worries put at ease! Read on below for step-by-step guidance on how you too can use our template library today for free!

Definitions

Dissolution Process: The legal process of winding up the affairs of a business that has gone out of business or is no longer operating. Articles of Dissolution: The legal document that officially dissolves the business. Secrecy of State: The government agency responsible for filing the Articles of Dissolution. Internal Revenue Service (IRS): The US government agency responsible for collecting taxes. Creditors: People or businesses that are owed money by the business. Notarized: Signing of a document to make it legally binding. Tax Implications: Impact that taxes have on a business. Filing Fees: Amount of money charged to process the Articles of Dissolution. Tax Return: Document filed with the government to report income and expenses. Notice of Dissolution: Announcement of the dissolution of the business in a local newspaper. Disputes: Conflicts between parties. Outstanding Debts: Money that is owed by the business. Residual Funds: Money left over after all debts have been paid. Property and Assets: Items owned by the business. Contractors and Clients: People or businesses that have a contractual agreement with the business. Leases: Legal agreement between a landlord and tenant for the use of property. Shares: A portion of the ownership of a company. Bank Accounts: Accounts used by businesses to store and manage money. Credit Card Accounts: Accounts used by businesses to make payments. Final Tax Returns: Tax returns filed when the business is no longer in operation. Final Tax Payments: Payments made to the government when the business is no longer in operation. Stock Transfer Agreement: Legal document used to transfer ownership of shares. Business Licenses: Permits given by the government that allow a business to operate. Employees: People hired by the business to perform work.

An Overview of the Dissolution Process

Understanding the legal requirements, researching state laws, obtaining professional advice, completing the necessary documentation, preparing the articles of dissolution, signing and notarizing the articles, filing the articles of dissolution, filing with the secretary of state, paying the filing fees, notifying the appropriate government agencies, state tax agencies, local tax agencies, finalizing the dissolution, publishing a notice of dissolution, notifying creditors, resolving disputes, dealing with financial obligations, paying outstanding debts, distributing residual funds, dealing with property and assets, transferring ownership, selling assets, terminating contracts and leases, notifying contractors and clients, cancelling leases, transferring business interests, transferring ownership of shares, distributing residual equity, closing business accounts, closing bank accounts, closing credit card accounts, tax obligations, filing final tax returns, making final tax payments, disbursing funds to creditors, distributing funds, finalizing the dissolution process, releasing employees, cancelling business licenses, get started.

Understand what it means to dissolve a business, including the impact it will have on the company’s assets
Research if dissolution is the appropriate choice for your company
Gather any relevant information and documents related to your business
Determine the type of dissolution you need to file (voluntary or involuntary)
When you have a clear understanding of what dissolution means for your business, you can move on to the next step of understanding the legal requirements for dissolution.
Research the laws in your state governing the dissolution of a corporation
Make sure you are able to meet all necessary requirements for dissolution in your state
Understand the process of filing Articles of Dissolution with your state
Understand the consequences of dissolution, such as the responsibility of winding up the corporation
Be aware of any tax liabilities and other obligations you will be responsible for when dissolving the corporation
Know when you can check off this step and move on to researching state laws, which includes checking for any additional requirements or documents you must file.
Determine the state in which your business is registered and locate the applicable laws for filing an Articles of Dissolution
Read the laws and regulations to ensure that you have a clear understanding of the process
Check if there are any additional forms or documents that need to be filed along with the Articles of Dissolution
Once you have a full understanding of the laws and regulations, you can move on to the next step of obtaining professional advice.
Seek out a lawyer or accountant who specializes in business dissolution to provide you with advice and guidance on how to proceed in your state
Ask for a review of your Articles of Dissolution to ensure it is in line with state laws
Have the lawyer or accountant help you with any steps in the process you are unsure about
You know when you can check this off your list and move on to the next step if you have obtained any necessary advice and guidance from a professional in the field.
Obtain the appropriate forms from the Secretary of State’s office or online
Fill out all required information such as the name of the LLC, the date of dissolution, the members’ signatures, etc.
Have all members sign the forms
Make copies of the forms for each member
Check to make sure all required forms and documents have been filled out correctly
When you have finished filling out the necessary forms, you will have completed this step.
Research the specific requirements for filing Articles of Dissolution in your state
Draft the Articles of Dissolution document, including the names of the corporation, the address of the registered agent, and the effective date of the dissolution
Have the Articles of Dissolution document signed by all of the officers of the corporation
You will know you have completed this step when you have a signed document ready to be signed and notarized.
Gather all the necessary members or officers of the business to sign the Articles of Dissolution
Have all the necessary signatures notarized
Make sure the notary includes their signature, the date the document was notarized, and their official seal
Make copies of the signed and notarized Articles of Dissolution for each member or officer
Once the Articles of Dissolution have been signed and notarized, you can check this off your list and move on to the next step of filing the Articles.
Obtain the filing fee from your Secretary of State’s office
Submit the signed and notarized Articles of Dissolution to the Secretary of State
Depending on your state, you may have to provide additional information, such as a copy of the operating agreement
Make sure you keep a copy of the filed Articles of Dissolution for your records
Once the Articles of Dissolution have been accepted by the Secretary of State, you will receive a certified copy of the dissolution
You can then check off this step and move onto the next step of your guide.
Gather the documents you’ll need to file with the Secretary of State (Articles of Dissolution, Certificate of Good Standing, and business filings).
Visit the Secretary of State website for the state in which your business is incorporated to find out the filing requirements and fees.
Fill out the required paperwork, making sure to include all the required information.
Submit the paperwork to the Secretary of State office, either in person, by mail, or online.
Pay the filing fees.
Once the paperwork has been processed, you will receive a Certificate of Dissolution.
You can check this off your list when you have received the Certificate of Dissolution.
Check the fees for filing the Articles of Dissolution with your Secretary of State.
Determine whether you need to pay the fees online or in person.
If you need to pay online, use the Secretary of State’s website to pay the filing fees.
If you need to pay in person, bring a check or money order to your Secretary of State’s office.
Once you have paid the filing fees, you will receive an email or letter confirming the payment.

How you’ll know when you can check this off your list and move on to the next step:

When you have completed the payment for the filing fees and received confirmation from the Secretary of State, you can then proceed to the next step of notifying the appropriate government agencies.
Notify the relevant state and federal agencies of the dissolution. This might include the IRS, the Department of Commerce, the Secretary of State, and any other agencies that may be involved.
Depending on your company’s state, you may be required to publish a notice in a local newspaper.
Once you have notified all the relevant government agencies, you can move on to the next step.
Obtain Form 966 from the IRS.
Fill out Form 966, notifying the IRS that the corporation is closing.
Sign and date the form as the president or other authorized officer.
Mail the form to the IRS.
Check your mailbox for the IRS confirmation letter after approximately 4-6 weeks.
Once you have received the confirmation letter from the IRS, you have completed the IRS step of the dissolution process and can move to the next step of notifying state tax agencies.
Determine the state in which the company was incorporated.
Check the website of the Secretary of State for the state in which the company was incorporated to determine the forms that must be filed to dissolve the company.
Complete the Articles of Dissolution form for the state in which the company was incorporated.
Obtain the necessary signatures for the Articles of Dissolution.
File the Articles of Dissolution with the Secretary of State or other relevant state agency.
Pay all applicable filing fees.
Wait for confirmation of the acceptance of the Articles of Dissolution.

You will know you can check this off your list and move to the next step when you receive the confirmation of acceptance of the Articles of Dissolution from the state agency.

Contact local tax authorities to inform them of the dissolution and ask if any additional paperwork is required.
Request a clearance certificate from any local taxing authority as proof that all local taxes have been paid.
Once you receive the clearance certificate, you can check this off your list and move on to the next step, Finalizing the Dissolution.
Obtain a Certificate of Dissolution from the Secretary of State’s office
File any final tax returns or other documents with the appropriate local tax agencies
Distribute remaining assets to the shareholders
Make sure all creditors are paid
Make sure all corporate records are properly filed
Send a copy of the Certificate of Dissolution to the Secretary of State’s office
You will know you have finished this step when all creditors have been paid and all corporate records have been properly filed.
Research and determine which publications you must use to publish the notice of dissolution in your state, such as a newspaper or online publication
Review your state’s requirements to make sure your notice meets all mandated criteria, such as who must sign the notice
Draft the notice of dissolution, including the company name, date of dissolution, and other required information
Pay to publish the notice of dissolution in the appropriate publication
Keep a copy of the published notice for your records

Once you have completed the steps above, you will have successfully published the notice of dissolution and can move on to notifying creditors.

Contact all creditors to inform them of the dissolution, including any banks and service providers the business has done business with
Send the notices via certified letter to ensure they are received
Include the date of dissolution, the business name and contact information, and any other relevant information
You can check this off your list when all creditors have responded and you have confirmed that the debts have been settled or arrangements have been made for payment.
Review any contracts that are still in effect, and contact the other party to discuss dissolving the agreement
Resolve any disputes with creditors, customers, suppliers, or other parties related to the business
Contact legal counsel if any disputes cannot be resolved
Ensure all disputes are settled before the Articles of Dissolution are filed with the state
When all disputes have been settled, you can check this step off your list and move on to dealing with financial obligations
Review all accounts and financial obligations of the business and identify which ones need to be paid in full before dissolving the company
Contact all creditors to negotiate a payment plan for any outstanding debts
Make sure to document all payments and corresponding agreements
Make sure to pay all employee wages and benefits in full before dissolution of the company
Make sure to pay all taxes and file any necessary tax forms before dissolution of the company
Once all financial obligations have been fulfilled and documented, you can check this off your list and move on to the next step - paying out any outstanding debts.
Contact all creditors, suppliers, and other debt holders to arrange for payment of any outstanding debts
Review any financial records to ensure all debts have been identified
Make sure all payments are made before filing the Articles of Dissolution with the state
Obtain written confirmation from each creditor that outstanding debts have been paid in full

Once all outstanding debts have been paid and written confirmation from creditors has been obtained, you can move on to the next step of distributing residual funds.

Determine the remaining funds available for distribution.
Calculate the amount of shares each shareholder is entitled to.
Distribute the residual funds to the shareholders in accordance with their share entitlement.
Keep records of the distribution of funds for future reference.
Once all funds have been distributed to the shareholders, this task will be complete.
Identify all assets owned by the company
Research any legal requirements for disposing of these assets
Determine how to dispose of the assets, either by transferring to another entity or liquidating
Secure any relevant documents or paperwork regarding asset transfer
Follow through on the plan to dispose of the assets
When all assets have been disposed of, record the transactions in the Articles of Dissolution
Check off this step in the Articles of Dissolution and move on to the next step
Obtain the signature of all members or shareholders who are transferring ownership of the company to the new owner.
If any of the members or shareholders do not agree to the transfer, follow the instructions for dissolving the business as outlined in the state’s laws.
Obtain a signed transfer of ownership document from the new owner, verifying the transfer of ownership.
File the document with the Secretary of State’s office.

You can check this step off your list when you have obtained the signature of all members or shareholders and the signed transfer of ownership document from the new owner.

Decide which assets the company will sell - this could include equipment, office furniture, inventory, and more.
Set a fair price for the assets and advertise them for sale.
Negotiate with potential buyers, if necessary.
Once the sale is finalized, transfer ownership of the assets to the buyer.
Ensure that you have received payment in full for the assets before transferring ownership.
Record the sale in the company’s books.
When all assets have been sold, you can move on to the next step.
Identify all contracts and leases that are still active and in place for the business.
Contact each contractor/client/landlord to formally provide notice of dissolution. Include the effective date of dissolution in the notice.
Make sure to keep copies of all notices sent for your records.
Negotiate any outstanding payments for services or products rendered by the business prior to dissolution.
Make sure to keep copies of all payment records for your records.
Once all contracts and leases have been terminated, you can move on to notifying contractors and clients.
Contact all current contractors and clients to let them know that the business is closing and that services will no longer be provided
Draft a formal letter or email to send to contractors and clients that outlines the dissolution of the business and its services
Include a timeline for when services will no longer be provided, as well as any other information that might be relevant to the contractors and clients
Make sure to get confirmation that the contractors and clients have received the notification
Once all contractors and clients have been notified and confirmation has been received, you can move on to the next step.
Contact any landlords you may have and inform them of your intention to dissolve the business.
Request a cancellation of your lease agreement and make sure to receive a written confirmation.
If you have a security deposit, make sure to request a refund of that as well.
Confirm all outstanding payments have been made, and obtain receipts for all payments.
Once you have received confirmation of the cancellation and a refund of your security deposit (if applicable), you can mark this step off as complete.
Notify all partners of the dissolution of the business and ensure their written consent is obtained.
Obtain a copy of the partnership agreement to ensure any interest transfers are conducted according to the provisions in the document.
Prepare written documents to transfer the interest of the business to the partners or other parties.
Execute the documents and record the transactions with the applicable state agency.

When you have obtained all written consents and executed the documents needed to transfer the business interest, you have completed this step. You may now move on to the next step - Transferring Ownership of Shares.

Obtain stock ledgers from the issuing corporation with the date and number of shares issued to each shareholder
Contact each shareholder to determine if they wish to retain their ownership of the stock
Transfer the ownership of the stock to the shareholders who wish to keep their share
Issue a certificate of ownership to each shareholder
Record the change in ownership in the stock ledger
Once all ownership has been transferred, you can check this step off your list and move on to the next step.
Consult with the other shareholders to decide how to distribute any remaining equity among them.
Agree upon a percentage of ownership to be distributed among all shareholders.
Draft a written agreement detailing the breakdown of residual equity ownership.
Have all shareholders sign the agreement as proof of their consent to the distribution.
File the written agreement with the business’s records.

When you can check this off your list and move on to the next step:

Once all shareholders have signed the agreement, you can move on to closing business accounts.
Contact all vendors and suppliers you have outstanding accounts with and arrange to pay any remaining balance
Cancel any contracts, leases or agreements you have with other businesses
Notify the county and state government of your business closure
File IRS Form 966 to report the dissolution of the business
You will know you have completed this step when all outstanding accounts have been settled, contracts and leases have been cancelled, and the local and state government and IRS have been notified of the dissolution of your business.
Close all business bank accounts.
Provide written authorization to the bank to close each account.
Make sure to obtain the bank account closure letters.
You will know the bank accounts are closed when you receive the closure letters.
Review the terms and conditions of your credit card agreement to ensure that you are not obligated to pay any remaining balance.
If you have any remaining balance, submit your payment to the credit card company.
Once you have completed all payments, contact the credit card company to close your account.
Ask for written confirmation that the account has been closed and make sure to keep a copy of this confirmation.
When you have confirmation that the account has been closed, check this off your list and move on to the next step.

• Determine if you need to file a final federal tax return. In most cases, you will need to file a final return for the business and all applicable owners. • Contact the Internal Revenue Service (IRS) to inquire about any outstanding taxes, fees, or penalties. • Submit all required returns and payment of taxes to the IRS. • Check with your state’s Department of Revenue to determine if your business needs to file any additional taxes or fees before the dissolution. • Submit all required returns and payment of taxes to the state. • Once all taxes, fees, and returns have been submitted to the IRS and state, you can check this off your list and move on to the next step.

Find out which forms you need to file by contacting your state’s Tax Agency
Gather the information you need to fill out the forms, such as the total income and total expenses of the business
Submit the forms online or in person to the Tax Agency
Check the status of your filing with the Tax Agency to make sure it was accepted
Once your filing is accepted and processed, you can check this step off your list and move on to the next step.
Determine the appropriate type of tax payment for the business and make any payments that are due.
Visit your state’s department of revenue website or contact the department directly to find out the specific tax requirements and filing process for your state.
If the business has an outstanding balance to the IRS or state, you may need to fill out a form for the final return.
Once you’ve paid all applicable taxes, you’ll be able to move on to the next step in the Articles of Dissolution process: disbursing funds to creditors.
Determine which creditors need to be paid and the amount due to each
Determine the source of funds for payment
Make payments to creditors using the source of funds
Keep detailed records of all payments to creditors
When all creditors have been paid, you can check this off your list and move on to the next step: Notifying Creditors.
Notify creditors via email or certified mail that the business is dissolving
Include a copy of the Articles of Dissolution, financial statements and contact information for the company’s representative
Give creditors at least 90 days to make any claims against the business
Provide a deadline for creditors to make their claims
When creditors have been notified and the deadline for claims has passed, you can move on to the next step of distributing funds.
Make a list of all creditors, including secured and unsecured creditors
Pay all creditors that are owed money from the company
Obtain a signed receipt from each creditor for all payments made
Make sure any funds remaining in the business’s accounts are distributed among the owners
Once all creditors have been paid, you can check off this step and move on to the finalizing the dissolution process step.
Notify creditors and debtors of the dissolution with a formal letter
File the dissolution paperwork with the Secretary of State office
Pay any remaining balances owed to creditors
Contact the IRS to file the final tax return and pay any outstanding taxes
Cancel any business licenses, registrations, and permits
Once all of the above steps have been completed, you can move on to the next step of releasing employees.
Notify employees of the business’s dissolution in writing, including the date of termination and any applicable severance or benefits packages.
Provide employees with any necessary paperwork to exit the company and ensure that all benefits, such as insurance coverage and retirement plans, are properly handled.
Make sure all employee records are up to date and stored in accordance with all applicable laws.
Ensure that all payroll taxes are paid and the proper paperwork has been filed.
Pay out any remaining wages and vacation time owed to employees.

Once all of the employees have been notified, provided with the necessary paperwork, and paid all wages and benefits, you can check this step off your list and move on to the next step: cancelling business licenses.

Contact all government agencies such as the Internal Revenue Service and the state’s department of revenue to cancel business licenses, permits, or registrations.
File a notice in the newspaper announcing the dissolution of the business.
Notify any creditors or other third parties with whom you have a business relationship.
Once all the above steps have been completed, check off this step and move onto the next one.

Q: What is the difference between Articles of Dissolution and Articles of Incorporation?

Asked by Georgia on January 5, 2022. A: Articles of Incorporation are the documents used to form a corporation, while Articles of Dissolution are the documents used to dissolve a corporation. An Article of Incorporation is usually filed with the state government’s business office, while an Article of Dissolution is filed with the Secretary of State.

Q: Are there any special requirements for filing Articles of Dissolution?

Asked by Avery on March 18, 2022. A: Yes, there are several requirements which must be met before filing Articles of Dissolution. Depending on the jurisdiction, it may be necessary to include specific language or adhere to certain filing procedures. It is important to consult with a lawyer or other legal professional to make sure all requirements are met before filing.

Q: Do I need an Articles of Dissolution if my business has already been dissolved?

Asked by Elijah on April 4, 2022. A: Typically, you will need an Articles of Dissolution if your business has already been dissolved. This document serves as an official record that the business has been dissolved and provides proof that the dissolution was properly executed and carried out in accordance with relevant laws and regulations.

Q: Does an Articles of Dissolution have to be filed in all states where the business operates?

Asked by Madison on May 14, 2022. A: Generally, an Articles of Dissolution must be filed in each state where the business operated. It is important to check with the Secretary of State in each state to ensure that all required documents are properly filed in order to legally dissolve the business.

Q: What should be included in an Articles of Dissolution?

Asked by Emma on June 22, 2022. A: An Articles of Dissolution typically includes information such as the name and address of the corporation, details about how long it has been inactive, details about how many members were involved in the dissolution decision, and other important information as required by state law.

Q: Is there a difference between UK and US laws when drafting an Articles of Dissolution?

Asked by Liam on July 17, 2022. A: Yes, there are some differences between UK and US laws when drafting an Articles of Dissolution. For example, the UK requires that companies file a Notice to Companies House announcing their intention to dissolve within 30 days after passing a resolution for dissolution; whereas in the US, companies must file their Articles of Dissolution with their respective Secretary of State within 30 days after passing a resolution for dissolution. Additionally, in the UK companies must file a Statement of Compliance with Companies House confirming that all requirements for dissolution have been met; whereas in the US companies do not have this requirement but must still meet all applicable state laws and regulations before filing their articles.

Q: What if I want to dissolve my business but one member refuses to sign off on it?

Asked by Abigail on August 16, 2022. A: If one member refuses to sign off on dissolving a business but all other members agree to dissolve it, then it is possible for them to move forward without that member’s signature under certain circumstances. For example, if all members agree that dissolving is in the best interest of the company then they can move forward without their consent as long as they follow their state’s laws and regulations regarding dissolutions. It is also important to note that some states may require unanimous consent from all members prior to dissolving a company so it is important to check your state’s regulations before proceeding without unanimous consent from all members.

Q: Can I draft my own Articles of Dissolution or do I need a lawyer?

Asked by Noah on September 20, 2022. A: It is possible for you to draft your own Articles of Dissolution but it is highly recommended that you consult with a lawyer prior to doing so. The process can involve complex legal issues and having a lawyer review your document can help ensure that all applicable laws and regulations are met before filing your document with your Secretary of State or other relevant authorities. Additionally, having a lawyer review your document can help ensure that you have included all necessary information required by law when drafting your document.

Q: What happens after filing an Articles of Dissolution?

Asked by Olivia on October 26, 2022. A: After filing an Articles of Dissolution with your Secretary of State or other relevant authorities, you must take further steps in order for your dissolution process to be completed successfully such as providing notice to creditors and other parties who may have claims against you or your company; paying off any outstanding debts; notifying employees; cancelling any contracts; etc. Additionally, depending on your jurisdiction there may be additional steps which must be taken prior to officially dissolving your company such as submitting tax returns or providing notice to shareholders or other parties involved in your company’s operations prior to dissolution

Example dispute

Suing a company on the basis of articles of dissolution.

Plaintiff must prove that the company breached its contractual obligations as stated in the Articles of Dissolution.
Plaintiff must demonstrate that the company failed to comply with the relevant state statutes for dissolving the company.
Plaintiff must also show that the company failed to properly pay any outstanding debts or liabilities as part of the dissolution process.
If there are damages to the plaintiff, they must prove that the company’s actions were the cause of the damages.
The plaintiff must prove that the company was negligent or acted in bad faith in its dissolution process.
If the plaintiff can prove all of the above, they may be entitled to monetary damages or other relief as determined by the court.

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Articles of Dissolution

Formally close a business with the state..

Whether it has run its course, an owner chooses to pursue a new venture, or for any number of untold reasons, sometimes a small business must close its doors. A business owner may voluntarily dissolve a business, but they must also formally close it with the state. Without formal termination of a corporation or LLC, the owners could still be charged and held liable for fees associated with the business. We can help you create and file your articles of dissolution to notify the state that you are officially closing your business.

Why are the benefits of filing a Dissolution with MyCorporation?

Avoid paying unnecessary taxes, annual fees, and penalties by formally dissolving your business with the Secretary of State.

End your liability

Even if you've stopped business operations, the state will still consider your business to be liable for certain aspects of the business until you file your dissolution.

We've been helping small business owners create and file their Dissolution paperwork for more than 20 years.

We make it easy

Our filing experts saving you time and added stress during a difficult time by walking you through the entire process.

What are the Articles of Dissolution?

Whenever a Corporation or LLC is an active entity at the Secretary of State, it is in existence and has specific obligations to that state (such as filing Annual Reports, paying state fees, and paying taxes).

Even if the company is not actually doing any business at all, as long as the company is filed with the state, it is considered to be in existence. That's where the Articles of Dissolution come into play. By filing Articles of Dissolution (sometimes referred to as Certificate of Dissolution or Certificate of Cancellation, or something similar ), you are officially notifing the Secretary of State that the business is closed, freeing you from being required to meet these obligations in the future.

What should I do before I dissolve my business?

There are a few other important that you should consider when you are closing a business. If your business is a corporation, the shareholders must approve the decision to file a dissolution before you can close your business. These steps are sometimes outlined in the organizational documents created when the business was formed, including the articles of incorporation / organization or the corporate bylaws .

Typically, the directors of the corporation should draft and approve a resolution to dissolve the business and document the minutes of a meeting. Then the shareholders would vote on this approved resolution. In the case of an LLC, the members must agree and grant this approval.

In some states you may be required to get a tax clearance / consent to dissolution from the state. This is simply a verification from the state that your business is in good standing and has fulfilled its tax obligations.

What else will I need to do when I close my business?

When closing your business, you'll want to be sure to fulfill all your business' tax obligations first and foremost. There is a helpful list you can work from on the IRS closing a business checklist Opens a new window to be sure that you meet your IRS requirements. You'll also want to pay off any other outstanding debts, notify your creditors (suppliers, lenders etc. ) and close your business' bank accounts. If you can't settle a debt due to financial hardship, you will need to speak to your lender directly for next steps.

If you are registered to do business in another / other states, (or if you filed a foreign qualification ), you’ll also want to file a form to withdraw from the state . If you forget this step, you will still be liable for any annual fees or minimum taxes to those states.

You will also need to notify and pay your employees. While this can be one of the most difficult steps for a business owner, providing your employees with as much notice as possible is the best practice. Plan on giving your employees their final paychecks on their last day of work, including any unpaid vacation days (if required by the state) or final bonuses.

After you have approval from the state to dissolve and have cleared all other requirements, you will want to liquidate and distribute the remaining businesses assets to its shareholders / members based on their percentage of ownership, and report these distributions to the IRS.

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Frequently asked questions

+ why do i need to dissolve or cancel my corporation/llc.

Whenever a corporation or LLC is on file with, and is an active entity at the Secretary of State, it is in existence and has specific statutory obligations to that state — even if it conducts absolutely no business whatsoever. A company that is considered to be in existence must file informational reports (such as Annual Reports or Statements of Information) and pay annual state fees and, often, minimum annual franchise taxes. (For example, California limited liability companies must pay an annual $800.00 minimum franchise tax even if they conduct NO business.)

For this reason, it is important to officially and formally dissolve your entity with the Secretary of State in order to avoid any obligations your company incurs simply by virtue of its existence, regardless of actual business activity.

+ How do I officially dissolve, cancel, or terminate my Corporation/LLC?

To end the existence of a corporation or LLC, an entity must file Articles of Dissolution or other form of dissolution or cancellation documents with the Secretary of State. Requirements vary by jurisdiction. In some states, a simple certificate must be filed; in others, tax clearances and other preliminary procedures must be carried out.

+ Is no longer conducting business enough to terminate my corporation?

The fact that a corporation has wound up its affairs and has ceased conducting business does not end its legal existence. The corporation may maintain its legal existence and remain active (and potentially liable for annual registration fees and responsible for filing annual reports) until formal dissolution/cancellation documents have been recorded with the Secretary of State.

+ What happens if my corporation is not dissolved in a timely fashion?

If you are a shareholder in a corporation (or a member in an LLC) that will no longer continue operations in the upcoming business year, it may be wise to complete the process of dissolving your business. Failure to dissolve a corporation or LLC could result in the following:

Tax Filings. The company may be required to prepare and submit tax returns to the IRS, the state, and other municipal taxing authorities.
Personal Liability. Individual shareholders or members may be PERSONALLY liable for the entity's debts and tax liability.
Annual Reports. The entity may be required to prepare an annual report for the current year—even if NOT conducting business—along with tax payments and penalties.
No Distribution of Assets. Corporate/LLC assets may NOT be distributed to shareholders/members until the entity is properly dissolved.
Future Product Liability. An entity that is not properly dissolved may carry potential future liability from the products and services sold by the entity while it was operating.

+ Do I need a corporate resolution to dissolve my corporation?

The Board of Directors of the corporation must first propose a corporate dissolution. Corporate minutes must be recorded and maintained in the corporate book by the corporation's secretary. If shares have been issued, then once the board proposal has been recorded, a majority of shareholders must approve the dissolution action as proposed by the Board of Directors. Please note that some states require that at least two thirds of all voting shares must approve the proposed action for corporate dissolution.

If shares have not been issued, most states allow the Board of Directors to approve of dissolution.

+ What types of filings must be made when I dissolve my corporation?

Since laws regarding corporate dissolution vary by state, we strongly urge you to consult with an attorney regarding your state's particular requirements for your situation. Generally, however, most states require, at minimum, the filing of Articles of Dissolution or a similar document.

In addition, some states require the filing of a Statement of Intent to Dissolve prior to or concurrent with the Articles of Dissolution. Also, many states require—prior to the filing of ANY formal dissolution documents—a tax clearance from that particular state's tax board. In addition to preparing your Articles of Dissolution, we will instruct you in regards to any state tax clearance requirements within your home jurisdiction.

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Business Maintenance
Dissolution

How to Legally Dissolve a Corporation or LLC

Dissolution is the act of formally dissolving (closing) a business entity with the state. It involves far more than just stopping to sell products and services. Dissolution is a process for wrapping up all legal and financial aspects of the business and legally terminating its existence in the state(s) where it is registered. Business owners, and professional services providers who offer accounting, tax, or legal services to entrepreneurs, should know how to legally dissolve a Corporation or LLC. Just like life, running a business has its share of ups, downs, and surprises—and there are many different reasons why someone would want to close a business.

Let’s dig into some of the details involved with the dissolution of a Corporation or LLC.

Do I Need to Close My Business Before Year-End?

Deciding if you should close a business leads to the question of when should you dissolve a corporation or your LLC. The ideal time can vary depending on the situation. Closing before the end of the year offers the advantage of avoiding fees and tax obligations for conducting business in the new year.

For that reason, many business owners try to wrap up dissolution tasks by year-end.

Does this Process Vary by LLC or Corporation?

The process for dissolving an LLC and Corporation is slightly different.

Before filing Articles of Dissolution, here’s what LLCs and Corporations must usually do:

Typically, an LLC must hold a meeting with its owners (known as members and have them vote on closing the company. The record of the final vote must be captured in the meeting minutes.
In most states, if a C Corporation issued shares of stock to shareholders, it needs ⅔ of the voting shares to agree on the dissolution. Generally, if the company did not issue shares, then the corporation must hold a meeting with its Board of Directors and ask them to vote on closing the company. In either case, the record of the final vote must be captured in the meeting minutes.

Does the Process Vary by State?

Yes, it does. It’s critical to check with the appropriate state agency (usually the Secretary of State office ) to determine the requirements for dissolving an LLC or Corporation in the state(s) where the business is registered.

What if My Business is a Partnership?

In the case of a partnership, business owners must inform the IRS that their partnership is dissolving. When submitting Form 1065 (U.S. Partnership Return of Income), they must check off the box that says it is the final return. They should complete the form by the 15th day of the third month after the tax year ends.

What Happens to My Existing Customers and Contracts?

Great question! Before you dissolve a corporation or LLC, it’s important for a business to collect any outstanding accounts receivables and to notify customers that the company will be dissolving. If any contractual obligations remain, a business owner must deal with those. This may require the assistance of an attorney to ensure no loose ends get missed in the process.

Do I Need to Notify Creditors?

Yes, it’s important to alert creditors, vendors, and other individuals and entities to whom the company owes money. That will allow those parties to identify any outstanding debt the company owes them and ensure it’s resolved before the business closes.

Can I Dissolve a Business With Debt?

When a business has outstanding debts that it cannot pay, the company may be liquidated or close under administrative dissolution by the state. With liquidation, the company sells its assets to pay off debts before it closes. Partners, members, or directors, must approve the liquidation, establish a plan, and notify creditors. The guidance of both an accountant and an attorney can help ensure a smooth process. Whereas liquidation is voluntary dissolution, administrative dissolution usually occurs involuntarily when the state dissolves a business after numerous failed attempts to get the business owners to settle their deficiencies.

What Happens to My Business Debts?

If a business cannot pay off its debts before closing, outstanding financial obligations become uncollectable debt for the creditors that are owed money. If business owners have personally guaranteed business loans or debt, they may find themselves sued by creditors, thus exposing their personal assets for repayment of the business’s debts.

What Happens to My Employee Identification Number (EIN)?

The IRS requests that business owners send a letter to close their IRS business account . It should include:

The complete legal name of the entity,
The business address,
And the reason for closing the account with the IRS.

If possible, they should also include a copy of the EIN Assignment Notice that the IRS issued when assigning the EIN.

Any outstanding taxes or tax returns due must be filed before the IRS will close an account.

Is there a Checklist I Can Follow?

As I shared earlier, the process to accomplish the dissolution of a Corporation or LLC varies from one state to the next and by business entity type. Below is a handy checklist of the typical steps involved when dissolving a business:

Dissolve the business structure – Hold the necessary meetings and votes to obtain approval; record the results of those votes in meeting minutes.
File Articles of Dissolution – Let CorpNet help you by preparing and submitting the form.
Collect any outstanding accounts receivables – Collect money owed to the business from customers. If this might be difficult or too time-consuming, you may want to explore selling your accounts receivable to a factor.
Sell the company’s assets – Selling assets and inventory can help business owners generate more cash before they close their doors. Besides holding a sale at your location, Craigslist may be a viable option for selling office equipment, furniture, and supplies. Another way to sell assets is by holding an auction to attract other business owners.
Pay off outstanding business debts – Plan to settle outstanding accounts payables with your vendors, suppliers, and creditors. If you can’t pay everything, talk with your attorney about your options.
File final payroll taxes – Businesses with employees must submit their payroll forms and pay payroll taxes after they’ve paid their employees for the last time. Talk with your attorney and accountant about filing Form 656 with the IRS to make an Offer in Compromise if you’re unable to pay your payroll taxes in full. Another option that may be worth exploring is setting up a payment installment plan by filing IRS Form 433-A.
Pay final state sales tax obligations – If your company collects sales tax on the products and services you sell, submit the final state sales tax forms. Then, ask your state tax agency what you must do to close your sales tax account.
File final income tax returns – There’s usually a final return box that needs to be checked off by LLCs and Corporations that are closing and making a final return. A tax professional can help ensure that final returns are completed correctly. Another form that applies to some businesses is Schedule K-1, for reporting shareholder allocations (and losses) for partners.
Cancel business licenses and permits – All licenses and permits issued by federal, state, county, and local agencies should be canceled. Otherwise, the business may still be on the hook to pay them.
Distribute cash and assets to business owners – After all debts, taxes, payroll, loans, and fees are paid, a business will usually have the green light to distribute the remaining money and property to the business owners. LLC owners typically get distributions proportional to their share in the business. Corporations allocate assets among their shareholders based on the number of shares that they own.

Additional Year-End Tips for Accountants, Advisors, and Business Consultants

Those of you who help entrepreneurs with the legal or financial aspects of their companies may have some clients that can benefit from a business compliance checkup before this year wraps up. Below are some ideas for how you might assist them.

Help Your Clients Prevent Tax Filing Fees and Penalties

Are your clients behind on filing returns or in paying any of their tax obligations for the year? Now is a good time to take stock of where they stand. If they’ve fallen behind, they must understand the sooner they catch up and become current, the fewer fees and penalties they’ll face.

Validate Your Clients Are in Good Standing

When your client is in good standing in a state, it means that their business is legally registered with the state and authorized to conduct business there. Good standing requires following the state’s rules for conducting business in its jurisdiction (e.g., paying taxes, filing the necessary reports and other documents, obtaining the required licenses and permits, and possibly fulfilling other requirements). A state’s business filing agency (typically the Secretary of State office) can confirm or deny if a business entity is in good standing. If your client is thinking of applying for a loan or applying for (or renewing) licenses and permits, they may need to request a Letter of Good Standing from the state.

Validate Clients Have Completed Their Annual Compliance Filings With the State

The annual business compliance filings a client must submit and pay for depend on the state and the business structure. Some common examples of annual compliance filings include:

Annual report or biennial statement
Annual meeting minutes
Franchise tax
Articles of Amendment (in the event of major changes to the company, such as an address, name, membership, or new shares)

CorpNet’s free Compliance Portal can help your clients stay on top of what filings must be completed and when they are due.

Help Clients Formally Perform Name Changes with the State

If a client wants to change the business name before the end of the year, the process and amount of time it takes to accomplish it will depend on the state and the business entity type. I’ve recently written an article with details about what’s involved in making a business name change .

Validate Your Clients Have the Proper Business Licenses and Permits in Place

Some licenses and permits expire, so it’s critical to make sure clients have renewed—or plan to renew— whatever is required in their state. Operating without the proper licenses and permits is illegal. Check with the appropriate state, county, and local agencies or consider CorpNet’s Business License Service Packages to identify what clients need.

Convert Clients to the Correct Business Entity

Before the year ends is an ideal time to consider if the business structure a client has chosen is still the ideal option. A business’s situation can change as it grows and evolves. For tax or liability reasons, converting to a different entity type may prove advantageous. It’s wise for your client to seek professional tax, accounting, and legal insight before deciding on a business entity change. After your clients have the expert advice they need to make an informed decision, CorpNet can help with filing the business entity conversion .

Help Clients Get Reinstated for Noncompliance or Prior Dissolution

If you have a client whose company has been placed in Non-Compliant status or administratively dissolved by the state, CorpNet can assist with reinstating them. Reinstatement is a legal filing to officially bring an LLC or Corporation back into good standing and in active compliant status.

Enroll in the CorpNet Partner Program to Help Your Clients and Open a New Revenue Stream for Your Business

The CorpNet Partner Program is cost-free to participate in, and it allows you to generate additional revenue for your company. You have two options, each providing a unique way to boost your income potential:

Become a CorpNet Reseller – Offer our business formation and compliance services to your clients under your brand. You get wholesale pricing and then sell our services to your clients at retail rates. We do all the work as your silent fulfillment partner.
Become a Referral Partner – Refer your clients to us for their business startup and compliance needs. You send us the business, and we send you a commission check.

Whether you’re a business owner closing a Corporation or LLC (or a professional in an advisory role helping entrepreneurs navigate changes), having the right resources by your side makes everything easier. At CorpNet, my team of filing experts will make sure your dissolution forms get completed accurately and on time.

File Your Articles of Dissolution

If you need to close your business, CorpNet can help you file your Articles of Dissolution. We offer a 100% Satisfaction Guarantee. If for any reason you are dissatisfied with our service, CorpNet™ will refund 100% of our service fee to you.

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Articles of Dissolution, what is it, and why is it important?

Exiting a business, especially if you have not planned to, can be a stressful experience. If exiting the business is the path you decide to take, know that you do not have to go through the process by yourself. ExitGuide is here to explain “the articles of dissolution” and why it is necessary when exiting a business.

Suppose you have decided to close your corporation or LLC. In that case, it is crucial to file articles of dissolution to protect yourself from future liability for taxes, fees, tax returns, annual reports, and lawsuits.

In brief, articles of dissolution are like a death certificate for a business, whereas articles of incorporation are like the birth of the business. When you file articles of dissolution, this will formally end your business entity’s existence.

When you close a company, if you do not file articles of dissolution, the state will be under the impression that you are still doing business and continue to expect you to file tax returns and other reports associated with the business. If you don’t file the tax returns and other required paperwork, you will likely get hit with late fees and penalties.

The articles of dissolution also give notice to creditors that your business has closed, and you are no longer liable for debts.

Sole Proprietorship

If your business structure is a sole proprietorship, you do not need to file articles of dissolution. Instead, you would simply stop completing the Schedule C form (Profit or Loss from Business) with your tax return. That said, it is a good idea to notify suppliers or partners that you have worked with so they are aware of the change.

General Partnership

In some states, you must formally dissolve a partnership if you filed paperwork with the state to establish the partnership. You can check with the Secretary of State’s office in your state for dissolution procedures for partnership. You can look up the contact information for the Secretary of State office in your state HERE.

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Following are the steps to formally dissolve an LLC, S or C Corporation.

Vote to dissolve.

It does not matter how your business is organized. It is always wise to take a formal vote on dissolving the business and keep a written record of the vote.

Dissolving a corporation

Refer to the company bylaws for:

Who must vote
How the vote must be conducted
The number of votes needed to approve the dissolution
Document the vote in a resolution that you keep with the corporate records
Dissolving an LLC
Consult your LLC operating agreement for voting procedure
If there is no formal operating agreement, follow the requirements in your state’s LLC laws

Notify Creditors

Notifying your creditors lets them know that you’re closing and advises them of the deadline to submit claims.. State law determines the deadline to submit claims. In most states, it is between 90 and 180 days after the date of the notice. Your notice should also let your creditors know that any claims received after the deadline are barred.

Take care of taxes and licenses

For taxes, file all final federal, state and local tax returns. For licenses, if you have a business license or reseller’s permit, you will want to contact the applicable agencies to let them know that you are no longer doing business.

Prepare Articles of Dissolution

You can prepare articles of dissolution by completing the appropriate form on the Secretary of State website for your state. In most states, it is the Secretary of State’s office; however, the agency may be different in some states. For example, in the state of Michigan, the agency name is Licensing and Regulatory Affairs/The Corporations Division. Check your state’s requirements and consider engaging a paralegal to guide you through the process.

File Articles of Dissolution

To complete your corporation or LLC dissolution, you must file the articles of dissolution with the Secretary of State’s office in the state where the business was formed . If the dissolutions agency in your state is not the Secretary of State, you will need to find out with which agency to file the article of dissolution. Procedures to file articles of dissolution vary from state to state. Check with your state for the proper procedure.

Wind up other miscellaneous matters

After the taxes have been paid, you can begin paying other creditors. After everyone has been paid, do the following:

Close the business bank account
Distribute leftover funds to the business owners
File final federal and state tax returns
Cancel your business’s Employer Identification Number (EIN)

If you have questions about the process, hiring a CPA or paralegal may provide peace of mind. Be sure to look for someone who has experience with the dissolution filing process in your state.

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Final Thought

Formally filing articles of dissolution protects you and other owners of the business from future liability when exiting a business . As an extra layer of protection, be sure to notify taxing authorities, pay your taxes, then notify and pay other creditors before you shut the doors for good.

Insights & Analysis
Nonprofit Jobs

Dissolving a Nonprofit Corporation

Dissolving an organization can be a difficult and emotional process, but there are steps you can take to ensure that the process of winding down your nonprofit is as smooth as possible.

Perhaps the organization has fulfilled its mission. Perhaps there are insurmountable challenges to the organization’s sustainability. Perhaps another organization is adequately fulfilling the needs that the nonprofit was created to address, or your nonprofit is merging with another nonprofit and will be dissolving as a result. Whatever the reason to wind down operations, the steps we’ve outlined below will help you plan the process.

Disclaimer: Dissolution is a change in your nonprofit’s corporate status that is governed by state law. We strongly recommend seeking guidance from a lawyer, accountant (regarding final IRS filings), or other professional advisor who has experience with state laws relating to dissolution of tax-exempt organizations and also will be able to guide you through the necessary steps to notify the IRS at the appropriate time that the nonprofit is no longer operating . This article does not constitute legal advice .

Breaking down the Steps

As you consider the steps below, you should, of course, also consider the impact on the community. There are likely to be volunteers and staff members, board members, and those served by the nonprofit’s mission who will have significant adjustments to make when the nonprofit closes its doors. Additionally, there are likely to be questions about why the organization is winding down, so part of the process will be “managing the message.” Propel Nonprofits’ article Strategic Sunsetting offers good guidance under the section “Communications.”

Step #1 The Role of the Board of Directors

The board of directors will vote to dissolve the organization, but its job doesn’t end there. Before making an important decision such as dissolving a nonprofit, the board of directors needs to reach consensus and take an official corporate action (a vote that is documented in minutes of the meeting) to affirm that dissolution is the right path. Usually this is accomplished when the board votes to approve a “plan of dissolution” (which requires that the plan be drafted first! See step #2). The board’s role in deciding whether or not continuing operations is in the best interest of the organization starts long before the plan is drafted, and continues after the vote to adopt the plan.

In some cases, shutting down permanently is not the only option. Nonprofits, just like for-profits, can choose to reorganize their structure through the bankruptcy process .
Make sure to check what the organization’s own articles of incorporation (or “certificate of incorporation”) and bylaws have to say about dissolution.

Practice Pointers

Board members may not be aware that the process of “winding down” the organization takes time, and in fact is likely to continue for several months after operations have ceased, so it is important that at least the minimum number of board members required by the bylaws remain in place to help with the dissolution process.

The organization is not officially dissolved until the dissolution papers are filed with the state, and other final steps, such as filing the final annual report (Form 990) with the IRS, are completed. There may be additional corporate actions that will need to be taken well after the last day of active operations.

How the board communicates with the community, employees, volunteers, and other stakeholders (including donors) is important. It may be challenging to balance transparency with respecting confidentiality, but the public will expect the nonprofit’s board to be transparent while also respecting the confidential nature of some financial or personal elements of the winding down process.

It is often prudent to name a spokesperson and establish key agreed-upon talking points so communications coming from the organization are consistent. (Nonprofit Risk Management Center)

Step #2 Drafting the Plan of Dissolution

If the leadership of the organization decides that winding down is the best option, the organization will need a “plan of dissolution.” A plan of dissolution is essentially a written description of how the nonprofit intends to distribute its remaining assets and address its remaining liabilities. Eventually, a “certificate” or “articles of dissolution” will be filed with the state agency that handles corporate registrations. Filing a plan of dissolution notifies the state of incorporation of the organization’s plans to dissolve.

Practice pointers

The state may provide a template form that the nonprofit can use as its official plan of dissolution (such as this very basic plan of dissolution from Illinois) Your organization’s plan should include all the assets and liabilities you can identify and describe how liabilities will be satisfied, which nonprofits will receive the remaining assets, and the fair market value of those assets. It’s a good idea for the board to also document who will be responsible for what, and by when, in order to maintain accountability throughout the dissolution process.
Schedule N requires a dissolving nonprofit to report a description of the assets, the date of distribution, the fair market value of the assets, and information about the recipients of the assets , so Schedule N serves as a good guide for what details need to be documented by the organization as it is distributing its assets.
Be sure to know the procedure in your state. In several states a nonprofit can’t just file its plan of dissolution without also going through other steps, such as filing a petition in court ( New York ) or seeking permission from the attorney general ( Michigan ) for approval of its plan.
Here’s a list of state government agencies that handle incorporations as well as the other end of the lifecycle - dissolutions.
After the “certificate” or “articles of dissolution” are filed with the state, the state will stamp the articles of dissolution as “filed” and return the official document to the address on record.

Step #3 Paying the nonprofit’s liabilities

All of your nonprofit’s liabilities, including taxes, need to be identified. Don’t forget future contractual obligations. Next, make a plan to pay off current debts and terminate recurring or future liabilities. (Some nonprofits have future restricted revenue or future liabilities on their books. This is where the expertise of an accountant may be needed!). Determine whether all of these obligations can be satisfied by existing cash or whether some assets need to be sold to pay the liabilities.

If your organization cannot satisfy its debts and has insufficient remaining assets, bankruptcy might be the best option.
Final financial statements should reflect no remaining liabilities (or assets).

Step #4 Distributing the Assets

Federal law requires a tax-exempt charitable nonprofit that is dissolving to distribute its remaining assets ONLY to another tax-exempt organization or to the federal government or a state or local government for a public purpose. Therefore, the dissolution process necessitates identifying other nonprofit(s) or government entity to accept any assets of the dissolving nonprofit. You will need an inventory of assets to manage this part of the process smoothly. “Assets” could include cash, tangible property such as vehicles or office equipment, and/or intangible property such as data or intellectual property. The transfer of assets may also invoke legal documents such as property deeds, contracts, and trademark registrations.

This means that in the dissolution process your nonprofit cannot give any of its property away to individuals, including board members, other volunteers, employees, or those served .

The nonprofit can, however, sell its assets, as long as the individual or entity purchasing the asset is paying a reasonable amount, ideally the “fair market value.”

Start with an inventory of assets, then plan which assets will be sold/transferred/contributed.
Some assets may require external appraisals/valuations, while the monetary value of others will be straightforward.
Don’t overlook trademark registrations as a potential asset that need to be transferred.
Document all transfers and sales, noting the fact that transfers of assets are only to other entities with tax-exempt public charity designation (501(c)(3)) or to a federal/state/tribal/local government.
It is key that all remaining assets be distributed in a manner that is consistent with 1) federal and state law, 2) your organization’s bylaws or articles of incorporation, and 3) the plan of dissolution.

Step #5 Other Legal Considerations

When any entity winds down there are legal implications related to termination of leases and other contracts such as those relating to operations (i.e., the physical plant), programs, financial management (i.e., the nonprofit’s auditor), and potentially human resources (i.e., independent contractors and consultants).

Read through each of your nonprofit’s existing contracts to determine the appropriate ways to handle non-renewal or termination of the contract, noting how much notice is required to terminate each contract, as well as any penalties that your organization will be responsible for as a result of early termination.
After the board makes the decision to wind down, the organization should notify employees who are likely to have questions ranging from the timing of their last day of work to their eligibility for unemployment compensation, so be prepared to help them with their own employment transition.
Communicate through designated spokespeople with beneficiaries of the nonprofit’s services so they can make alternative arrangements as far in advance as possible.
Your organization should also inform volunteers, donors, sponsors, and vendors about the decision to wind down. Make sure to provide all donors for the time period prior to closure with gift acknowledgements .

STEP #6 Notify Other State Agencies

Once the Articles/Plan of Dissolution is filed with the state, contact state authority(ies) to inform those offices that the nonprofit is no longer operating. State agencies that may be relevant for your nonprofit include the Attorney General or other state charity official that regulates charitable solicitation registration, the state taxation office, state department of labor (if the nonprofit had employees), and any state licensing authorities, such as department of health or human services, that may have accredited or licensed the nonprofit’s activities. Larger workplaces may have obligations under state WARN laws (Worker Adjustment and Retraining Notification).

Step #7 Notify the IRS

The next step is to let the IRS know that the organization is officially dissolved in its state of incorporation.

The way to inform the IRS of the organization’s dissolution is by filing the organization’s final IRS Form 990 (and 990-T if applicable). The Form 990 is due within 5 months and 15 days after the last day of the organization’s most recently completed fiscal year, but if a nonprofit closes its doors mid-year, it can file the 990 as soon as it has completed all the state dissolution requirements, even if the fiscal year is not yet over. Form 990-N filers should file a final 990-N for the most recently completed fiscal year.

Note: if your organization files either the regular IRS Form 990 or 990-EZ:

Under Box B on the header of the first page, you must check the box that states “ Final return/terminated .”
Submit Schedule N , which documents the tax-exempt entity(ies) to which your organization is transferring its remaining assets.

For groups closing their doors before applying for tax-exempt status

If your organization never applied for tax exempt status but received an “EIN” (employer identification number), send a letter to the IRS requesting termination of the organization’s EIN account. If you have a copy of the EIN Assignment Notice, include that with the letter. If not, be sure to include the complete legal name of the organization, address, and EIN.

Additional Resources

50-State Guide to Dissolving a 501(c)(3) Corporation (Nolo)
Closing down the right way (Blue Avocado)
Nonprofit Dissolution: What to Do When Closing the Doors (Nonprofit Quarterly)
Strategic Sunsetting (Propel Nonprofits)
Termination of an Exempt Organization (IRS)

Disclaimer: Information on this website is provided for informational purposes only and is neither intended to be nor should be construed as legal, accounting, tax, investment, or financial advice. Please consult a professional (attorney, accountant, tax advisor) for the latest and most accurate information. The National Council of Nonprofits makes no representations or warranties as to the accuracy or timeliness of the information contained herein.

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Closing a business

Get COVID-19 tax relief

Before you close your business, find out if tax relief can help you stay open.

Get information on coronavirus relief for businesses .
Use the COVID-19 Business Tax Relief Tool to see if you qualify for special business tax credits .

Closing your business can be a difficult and challenging task. The IRS has resources that can help you navigate this. On this page, you’ll find the steps you’ll need to take to close your business from a federal tax perspective regardless of your business type and information to help you take care of your employees. Whether a sole proprietorship, partnership or corporation, information on this page will help you understand what to file and how to report income you receive and expenses you incur before closure. Remember to check your state responsibilities when closing a business.

Steps to take to close your business

On this page:

File a final return and related forms
Take care of your employees
Pay the tax you owe
Report payments to contract workers
Cancel your EIN and close your IRS business account
Keep your records

1. File a final return and related forms

You must file a final return for the year you close your business.

The type of return you file – and related forms you need – will depend on the type of business you have. A limited liability company (LLC) is a business organized under state law. An LLC may be classified for federal income tax purposes as a partnership, a corporation or an entity disregarded as separate from its owner.

A sole proprietor is someone who owns an unincorporated business by themselves.
A partnership is a relationship between two or more partners to do trade or business.
A corporation is a separate taxpaying entity with at least one shareholder. This includes S corporations .

Sole proprietor filing requirements

File Schedule C (Form 1040 or Form 1040-SR), Profit or Loss From Business , with your individual tax return for the year you close your business.

You may also need to file the following forms. You should file these when you file your individual tax return.

Form 4797, Sales of Business Property , for each year you sell or exchange property used in your business. You also need to file this form if closing your business causes the business use of an eligible property under Section 179 to drop to 50% or less.
Form 8594, Asset Acquisition Statement , if you sell your business.
Schedule SE (Form 1040), Self-Employment Tax , if you have net earnings of $400 or more from your business.

Partnership filing requirements

You must file Form 1065, U.S. Return of Partnership Income , for the year you close your business.

When you file, you must:

Report capital gains and losses on Schedule D (Form 1065).
Check the “final return” box (it’s near the top of the front page of the return, below the name and address).
Check the “final K-1” box on Schedule K-1 PDF .

You may also need to file these other forms with your Form 1065:

Form 4797, Sales of Business Property , for each year your partnership sells or exchanges property used in the business. You also need to file this form if closing your business causes business use of an eligible property under Section 179 to drop to 50% or less.

Corporation filing requirements (includes S Corporations), updated December 6, 2023

You must file Form 966, Corporate Dissolution or Liquidation , if you adopt a resolution or plan to dissolve the corporation or liquidate any of its stock.

You must also file your corporation’s final income tax return. Remember to check the “final return” box, which is near the top of the front page of the return, below the name and address.

For a C corporation you must:

File Form 1120, U.S. Corporate Income Tax Return , for the year you close the business.
Report capital gains and losses on Schedule D (Form 1120).

For an S corporation you must:

File Form 1120-S, U.S. Income Tax Return for an S Corporation for the year you close the business.
Report capital gains and losses on Schedule D (Form 1120-S).
Check the "final K-1" box on Schedule K-1 .

Regardless of the type of corporation, you may also need to file these forms when you file your Form 1120 or 1120-S:

Form 4797, Sales of Business Property , for each year you sell or exchange property used in the business. You also need to file this form if closing your business causes the business use of an eligible property under Section 179 to drop to 50% or less.

2. Take care of your employees

Employment taxes.

If you have one or more employees, you must pay them any final wages and compensation owed. You must also make final federal tax deposits and report employment taxes . If you don’t withhold or deposit employee income, Social Security and Medicare taxes, the Trust Fund Recovery Penalty may apply.

To report employment taxes, you may need to file the following forms:

Check the box to tell the IRS your business has closed and enter the date final wages were paid on line 17 of Form 941 or line 14 of Form 944.
Attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be kept.
Check box "d" in the Type of Return section to show that the form is final.

You must also provide a Form W-2, Wage and Tax Statement , to each of your employees for the calendar year in which you pay them their final wages. You should provide Forms W-2 to your employees by the due date of your final Form 941 or Form 944. Generally, you furnish copies B, C and 2 to the employees. You file Form W-3 , Transmittal of Income and Tax Statements to transmit Copy A to the Social Security Administration.

If your employees receive tips, you must file Form 8027, Employer’s Annual Information Return of Tip Income and Allocated Tips , to report final tip income and allocated tips.

Pension or benefit plans

If you provide a pension or benefit plan for your employees, see how to Terminate a Retirement Plan . If you provide Health Savings Accounts or similar programs for your employees, see About Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans .

3. Pay the tax you owe

See Paying Your Taxes for ways to pay the tax you owe.

4. Report payments to contract workers

If you have paid any contractors at least $600 for services (including parts and materials) during the calendar year in which you close your business, you must report those payments. Use Form 1099-NEC, Nonemployee Compensation .

Use Form 1096, Annual Summary and Transmittal of U.S. Information Returns , to send paper copies of all Forms 1099 to us. Some filers must file Forms 1099 electronically .

5. Cancel your EIN and close your IRS business account

The employer identification number – or EIN – assigned to your business is the permanent federal taxpayer identification number for that business. To cancel your EIN and close your IRS business account, you need to send us a letter that includes:

The complete legal name of the business
The business EIN
The business address
The reason you wish to close the account

If you kept the notice, we sent you when we assigned your EIN, you should enclose a copy of it with your EIN cancellation letter. Send both documents to us at:

Internal Revenue Service Cincinnati, OH 45999

We cannot close your business account until you have filed all necessary returns and paid all taxes owed.

6. Keep your records

How long you need to keep your business records depends on what’s recorded in each document.

Property records : Generally, keep records relating to property until the period of limitations expires for the year in which you dispose of the property. The period of limitations is the period of time in which you can amend your tax return to claim a credit or refund, or the IRS can assess additional tax.
Employment tax records : Keep all records of employment taxes for at least four years.

For more details, see How Long Should I Keep Records?

Related resources

Publication 334, Tax Guide for Small Business (For Individuals Who Use Schedule C)
Publication 3402, Taxation of Limited Liability Companies PDF
Publication 542, Corporations
Paying Yourself
Publication 541, Partnerships
The CARES Act for taxpayers with net operating losses
Publication 5447, How to Close a Sole Proprietorship PDF ( Spanish PDF )
Publication 5447-A, How to Close a Partnership PDF ( Spanish PDF )
Publication 5447-B, How to Close a Corporation PDF ( Spanish PDF )

Manage/Change Existing Business

Dissolve or Withdraw a Business
File Corporation Dissolution

E-File Articles of Dissolution

Profit & Non-Profit Corporation

Important Message Regarding Credit/Debit Card Payments for Online Filings

The Division of Corporations uses a 3 rd party, NIC Services, LLC dba Tyler Payment Services, to process our credit/debit card payments for Online filings. A confirmation payment receipt will be emailed from [email protected] for successful transactions. Please keep a copy of the receipt, there is information contained in the receipt that will help us locate your filing and reconcile it.

To dissolve a Florida profit or non-profit corporation:

Review the instructions for filing the Articles of Dissolution for Florida Profit and Non-Profit Corporations.
Gather all information required to complete the form.
Have a valid form of payment .

File Articles of Dissolution for a Profit or Non-Profit Corporation

Filing Instructions

Answers are listed below to common questions about e-filing a dissolution of a profit or non-profit corporation.

What Web Browsers are supported?

The Division of Corporations' Web Application supports later versions of the following browsers:

The above browsers cover over 96% of browser market share. Other browsers supporting HTML5 should also work fine with our web application. If you are considering choosing or adding a new browser, you can see how they compare in HTML5 feature support here .

What are Articles of Dissolution?

Articles of Dissolution will voluntarily dissolve the Florida corporation.
Once filed, the entity will no longer exist.
The online filing form is basic and meets the minimum filing requirements pursuant to s. 607.1401 , 607.1403 , 617.1401 , and 617.1403 , F.S.
Your document may need to include additional items that specifically apply to your situation. The Division of Corporations strongly recommends that legal counsel reviews all document prior to submission.

I don’t remember my document number. Where do I find it?

Refer to your notice or search our records by name.
Read our search guide if you need assistance searching our database.

What are my payment options?

Credit card (Visa, MasterCard, American Express or Discover).
Debit card (Visa or MasterCard logo).
Prepaid Sunbiz E-File Account .

How much does it cost to file the Articles of Dissolution?

The filing fee is $35.00 .

Certificate of Status

You may request a certificate of status.
This item is not required.
A certificate of status certifies the corporation is no longer active on the Division of Corporations’ records.
Fee: $8.75 each

Certified Copy

You may request a certified copy of your Articles of Dissolution.
A certified copy will include a filed stamped copy of your Articles of Dissolution and will verify that the copy is a true and correct copy of the document on our records.
Fee: $8.75 each

How long does it take for the Articles of Dissolution to post on Sunbiz?

Allow 2-3 business days for your dissolution to post on Sunbiz.

How do I sign the online form?

Typing your name in the signature block is sufficient pursuant to s. 15.16 , F. S.
Electronic signatures have the same legal effect as original signatures.
Typing someone’s name (signature) without permission constitutes forgery.

Can I download a copy of the Articles of Dissolution from Sunbiz?

Yes. Once the Articles of Dissolution have been processed and posted, you can download an image of the dissolution from Sunbiz free of charge.

I don’t want to file online. Can I print and mail my form and payment?

Yes, you can print the appropriate Articles of Dissolution form for your business entity, and mail it with a check or money order payment.
All payments by credit card must file the dissolution online.
Manage/Change with E-Filing
File LLC Dissolution
File Foreign Entity Withdrawal
Certification
Update Your Information
Reprint Check Voucher
Mind Your Sunbizness!

Public Records Notice: Any information you submit on the dissolution will be part of the public record and made available for public view on the Division’s website.

Ron DeSantis, Governor Cord Byrd, Secretary of State

Privacy Policy
Accessibility

Questions or comments? Contact Us Submit a public records request.

Under Florida law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing.

Florida Department of State

The Centre of Tallahassee 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303

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Instructions for form 4017 - articles of dissolution.

Form 4017: Articles of Dissolution ( PDF , 859 KB )

You are providing information required by the NFP Act. Note that both the NFP Act and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.
Form 4017 – Articles of Dissolution cannot be filed at the same time as Form 4019 - Statement of Intent to Dissolve.
There is no filing fee to apply for a Certificate of Dissolution.

Item 1: Corporate name

Indicate the corporate name. If you want to verify the exact name of the corporation, you can find it using the Corporations Canada online database .

Item 2: Corporation number

Indicate the corporation number. You will find the corporation number on the certificate of incorporation, amalgamation or continuance. You can also find it using the Corporations Canada online database .

Item 3: Status of the corporation

A bankrupt or insolvent corporation can only apply to dissolve three years after the trustee in bankruptcy or receiver has been discharged.

To proceed with dissolution you must confirm that either:

the corporation is not bankrupt or insolvent; or
if the corporation is bankrupt or insolvent, it has been at least three years since the trustee in bankruptcy or the receiver has been discharged.

Item 4: Legislative authority to dissolve the corporation

There are four situations in which a corporation can dissolve:

the corporation has not commenced activities, has never issued any memberships and has no property or liabilities (subsection 220(1))
the corporation has issued memberships, but has never had any property or liabilities (subsection 220(2))
the corporation has issued memberships and the disposal of property and the discharge of liabilities has been completed (subsection 220(3))
the corporation has issued memberships and has property and/or liabilities to be dealt with (section 221).

Indicate which of the four situations apply to your corporation. You may only choose one.

In order to apply for dissolution under 4D – section 221 – the corporation must have requested and received a Certificate of Intent to Dissolve from Corporations Canada. For more information on applying for a Certificate of Intent to Dissolve see the instructions for Form 4019: Statement of Intent to Dissolve .

Item 5: Custody of corporate documents and records

All dissolving corporations must indicate a person who will have custody of the corporate records for six years after dissolution. If the person, or their contact information, changes within the six years after the dissolution date, Corporations Canada must be advised in writing.

Item 6: Declaration

This form must be signed by either a director or an authorized officer of the corporation. Please print the name and indicate the telephone number of the signatory.

More Information

For more information, consult: Dissolving a Not-for-profit Corporation or call toll-free (within Canada) 1-866-333-5556 or (from outside Canada) 613-941-9042.

Send documents

By e-mail: [email protected]

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How Do I Write a Dissolution Letter?

Also known as a letter of dissolution, a dissolution letter is a document that serves as notification that some type of business relationship is coming to an end. This type of letter may be related to the ending of a working relationship between two business partners, a client and vendor, or any other type of business arrangement that exists between two parties. The exact content of a dissolution letter is determined by the nature of the letter itself, and the need to satisfy any legalities that may exist in the jurisdictions where the concerned parties reside.

While the exact format of a dissolution letter will vary based on legal issues and the type of dissolution that is taking place, there are a few basics that are likely to be addressed in any letter of dissolution. The name of the sending party must always be clearly stated, along with the name of the recipient. The purpose for the letter must also be stated clearly in the first paragraph. This will normally include identifying the relationship that is being terminated, and the date that the termination goes into effect.

If a formal contract exists between the two parties, it is often necessary to state particulars about that contract in the body of the dissolution letter. Details such as the beginning and ending dates of the contract and the names of the entities who entered into the agreement are presented. In the event that the dissolution is taking place before the formal end date of the contract, citing the terms and conditions related to early contractual termination is often a good idea.

Identifying the specific reason or reasons for ending the relationship are also crucial to the drafting of a dissolution letter. The reasons should be presented in a straightforward manner, with the verbiage used should remain as dispassionate as possible. Verbiage that is of an accusatory manner or casts slurs on the integrity of the recipient should be avoided. Simply state the bare facts of the situation, and keep the text as simple and direct as possible.

A dissolution letter may often touch on any remaining obligations that one or both parties must fulfill, according to the terms and conditions of a pre-existing contract. Recognize those in the body of the letter and note how those matters will be resolved, including the dates for issue of payments due one party or the other, and any other final resolutions that will allow both parties to go their own way.

Keep in mind that since legal requirements for the dissolution of a business contract will vary somewhat from one nation to the next, it is important to consult legal counsel when drafting a dissolution letter. That counsel can provide invaluable help in making sure all legal requirements are met in the text. Keeping legal issues in mind as well as attempting to practice professional business decorum in the selection of the words used will go a long way toward helping the dissolution of the relationship to proceed without complication.

After many years in the teleconferencing industry, Michael decided to embrace his passion for trivia, research, and writing by becoming a full-time freelance writer. Since then, he has contributed articles to a variety of print and online publications, including SmartCapitalMind, and his work has also appeared in poetry collections, devotional anthologies, and several newspapers. Malcolm’s other interests include collecting vinyl records, minor league baseball, and cycling.

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By: Andres Rodriguez A lawyer will draft a dissolution letter for the client to sign in many cases.

What is ChatGPT? Here's everything you need to know about ChatGPT, the chatbot everyone's still talking about

ChatGPT is getting a futuristic human update.
ChatGPT has drawn users at a feverish pace and spurred Big Tech to release other AI chatbots.
Here's how ChatGPT works — and what's coming next.

OpenAI's blockbuster chatbot ChatGPT is getting a new update.

On Monday, OpenAI unveiled GPT-4o for ChatGPT, a new version of the bot that can hold conversations with users in a very human tone. The new version of the chatbot will also have vision abilities.

The futuristic reveal quickly prompted jokes about parallels to the movie "Her," with some calling the chatbot's new voice " cringe ."

The move is a big step for the future of AI-powered virtual assistants, which tech companies have been racing to develop.

Since its release in 2022, hundreds of millions of people have experimented with the tool, which is already changing how the internet looks and feels to users.

Users have flocked to ChatGPT to improve their personal lives and boost productivity . Some workers have used the AI chatbot to develop code , write real estate listings , and create lesson plans, while others have made teaching the best ways to use ChatGPT a career all to itself.

ChatGPT offers dozens of plug-ins to those who subscribe to ChatGPT Plus subscription. An Expedia one can help you book a trip, while an OpenTable one will get nab you a dinner reservation. And last month, OpenAI launched Code Interpreter, a version of ChatGPT that can code and analyze data .

While the personal tone of conversations with an AI bot like ChatGPT can evoke the experience of chatting with a human, the technology, which runs on " large language model tools, " doesn't speak with sentience and doesn't "think" the way people do.

That means that even though ChatGPT can explain quantum physics or write a poem on command, a full AI takeover isn't exactly imminent , according to experts.

"There's a saying that an infinite number of monkeys will eventually give you Shakespeare," said Matthew Sag, a law professor at Emory University who studies copyright implications for training and using large language models like ChatGPT.

"There's a large number of monkeys here, giving you things that are impressive — but there is intrinsically a difference between the way that humans produce language, and the way that large language models do it," he said.

Chatbots like ChatGPT are powered by large amounts of data and computing techniques to make predictions to string words together in a meaningful way. They not only tap into a vast amount of vocabulary and information, but also understand words in context. This helps them mimic speech patterns while dispatching an encyclopedic knowledge.

Other tech companies like Google and Meta have developed their own large language model tools, which use programs that take in human prompts and devise sophisticated responses.

Despite the AI's impressive capabilities, some have called out OpenAI's chatbot for spewing misinformation , stealing personal data for training purposes , and even encouraging students to cheat and plagiarize on their assignments.

Some recent efforts to use chatbots for real-world services have proved troubling. In 2023, the mental health company Koko came under fire after its founder wrote about how the company used GPT-3 in an experiment to reply to users.

Koko cofounder Rob Morris hastened to clarify on Twitter that users weren't speaking directly to a chatbot, but that AI was used to "help craft" responses.

Read Insider's coverage on ChatGPT and some of the strange new ways that both people and companies are using chat bots:

The tech world's reception to ChatGPT:

Microsoft is chill with employees using ChatGPT — just don't share 'sensitive data' with it.

Microsoft's investment into ChatGPT's creator may be the smartest $1 billion ever spent

ChatGPT and generative AI look like tech's next boom. They could be the next bubble.

The ChatGPT and generative-AI 'gold rush' has founders flocking to San Francisco's 'Cerebral Valley'

Insider's experiments:

I asked ChatGPT to do my work and write an Insider article for me. It quickly generated an alarmingly convincing article filled with misinformation.

I asked ChatGPT and a human matchmaker to redo my Hinge and Bumble profiles. They helped show me what works.

I asked ChatGPT to reply to my Hinge matches. No one responded.

I used ChatGPT to write a resignation letter. A lawyer said it made one crucial error that could have invalidated the whole thing .

Read ChatGPT's 'insulting' and 'garbage' 'Succession' finale script

An Iowa school district asked ChatGPT if a list of books contains sex scenes, and banned them if it said yes. We put the system to the test and found a bunch of problems.

Developments in detecting ChatGPT:

Teachers rejoice! ChatGPT creators have released a tool to help detect AI-generated writing

A Princeton student built an app which can detect if ChatGPT wrote an essay to combat AI-based plagiarism

Professors want to 'ChatGPT-proof' assignments, and are returning to paper exams and requesting editing history to curb AI cheating

ChatGPT in society:

BuzzFeed writers react with a mix of disappointment and excitement at news that AI-generated content is coming to the website

ChatGPT is testing a paid version — here's what that means for free users

A top UK private school is changing its approach to homework amid the rise of ChatGPT, as educators around the world adapt to AI

Princeton computer science professor says don't panic over 'bullshit generator' ChatGPT

DoNotPay's CEO says threat of 'jail for 6 months' means plan to debut AI 'robot lawyer' in courtroom is on ice

It might be possible to fight a traffic ticket with an AI 'robot lawyer' secretly feeding you lines to your AirPods, but it could go off the rails

Online mental health company uses ChatGPT to help respond to users in experiment — raising ethical concerns around healthcare and AI technology

What public figures think about ChatGPT and other AI tools:

What Elon Musk, Bill Gates, and 12 other business leaders think about AI tools like ChatGPT

Elon Musk was reportedly 'furious' at ChatGPT's popularity after he left the company behind it, OpenAI, years ago

CEO of ChatGPT maker responds to schools' plagiarism concerns: 'We adapted to calculators and changed what we tested in math class'

A theoretical physicist says AI is just a 'glorified tape recorder' and people's fears about it are overblown

'The most stunning demo I've ever seen in my life': ChatGPT impressed Bill Gates

Ashton Kutcher says your company will probably be 'out of business' if you're 'sleeping' on AI

ChatGPT's impact on jobs:

AI systems like ChatGPT could impact 300 million full-time jobs worldwide, with administrative and legal roles some of the most at risk, Goldman Sachs report says

Jobs are now requiring experience with ChatGPT — and they'll pay as much as $800,000 a year for the skill

How AI tools like ChatGPT are changing the workforce:

10 ways artificial intelligence is changing the workplace, from writing performance reviews to making the 4-day workweek possible

Managers who use AI will replace managers who don't, says an IBM exec

How ChatGPT is shaping industries:

ChatGPT is coming for classrooms, hospitals, marketing departments, and everything else as the next great startup boom emerges

Marketing teams are using AI to generate content, boost SEO, and develop branding to help save time and money, study finds

AI is coming for Hollywood. 'It's amazing to see the sophistication of the images,' one of Christopher Nolan's VFX guy says.

AI is going to offer every student a personalized tutor, founder of Khan Academy says

A law firm was fined $5,000 after one of its lawyers used ChatGPT to write a court brief riddled with fake case references

How workers are using ChatGPT to boost productivity:

CheatGPT: The hidden wave of employees using AI on the sly

I used ChatGPT to talk to my boss for a week and she didn't notice. Here are the other ways I use it daily to get work done.

I'm a high school math and science teacher who uses ChatGPT, and it's made my job much easier

Amazon employees are already using ChatGPT for software coding. They also found the AI chatbot can answer tricky AWS customer questions and write cloud training materials.

How 6 workers are using ChatGPT to make their jobs easier

I'm a freelance editor who's embraced working with AI content. Here's how I do it and what I charge.

How people are using ChatGPT to make money:

How ChatGPT and other AI tools are helping workers make more money

Here are 5 ways ChatGPT helps me make money and complete time-consuming tasks for my business

ChatGPT course instruction is the newest side hustle on the market. Meet the teachers making thousands from the lucrative gig.

People are using ChatGPT and other AI bots to work side hustles and earn thousands of dollars — check out these 8 freelancing gigs

A guy tried using ChatGPT to turn $100 into a business making 'as much money as possible.' Here are the first 4 steps the AI chatbot gave him

We used ChatGPT to build a 7-figure newsletter. Here's how it makes our jobs easier.

I use ChatGPT and it's like having a 24/7 personal assistant for $20 a month. Here are 5 ways it's helping me make more money.

A worker who uses AI for a $670 monthly side hustle says ChatGPT has 'cut her research time in half'

How companies are navigating ChatGPT:

From Salesforce to Air India, here are the companies that are using ChatGPT

Amazon, Apple, and 12 other major companies that have restricted employees from using ChatGPT

A consultant used ChatGPT to free up time so she could focus on pitching clients. She landed $128,000 worth of new contracts in just 3 months.

Luminary, an AI-generated pop-up restaurant, just opened in Australia. Here's what's on the menu, from bioluminescent calamari to chocolate mousse.

A CEO is spending more than $2,000 a month on ChatGPT Plus accounts for all of his employees, and he says it's saving 'hours' of time

How people are using ChatGPT in their personal lives:

ChatGPT planned a family vacation to Costa Rica. A travel adviser found 3 glaring reasons why AI won't replace experts anytime soon.

A man who hated cardio asked ChatGPT to get him into running. Now, he's hooked — and he's lost 26 pounds.

A computer engineering student is using ChatGPT to overcome learning challenges linked to her dyslexia

How a coder used ChatGPT to find an apartment in Berlin in 2 weeks after struggling for months

Food blogger Nisha Vora tried ChatGPT to create a curry recipe. She says it's clear the instructions lacked a human touch — here's how.

Men are using AI to land more dates with better profiles and personalized messages, study finds

Lawsuits against OpenAI:

OpenAI could face a plagiarism lawsuit from The New York Times as tense negotiations threaten to boil over, report says

This is why comedian Sarah Silverman is suing OpenAI, the company behind ChatGPT

2 authors say OpenAI 'ingested' their books to train ChatGPT. Now they're suing, and a 'wave' of similar court cases may follow.

A lawsuit claims OpenAI stole 'massive amounts of personal data,' including medical records and information about children, to train ChatGPT

A radio host is suing OpenAI for defamation, alleging that ChatGPT created a false legal document that accused him of 'defrauding and embezzling funds'

Tips on how to write better ChatGPT prompts:

7 ways to use ChatGPT at work to boost your productivity, make your job easier, and save a ton of time

I'm an AI prompt engineer. Here are 3 ways I use ChatGPT to get the best results.

12 ways to get better at using ChatGPT: Comprehensive prompt guide

Here's 9 ways to turn ChatGPT Plus into your personal data analyst with the new Code Interpreter plug-in

OpenAI's ChatGPT can write impressive code. Here are the prompts you should use for the best results, experts say.

Axel Springer, Business Insider's parent company, has a global deal to allow OpenAI to train its models on its media brands' reporting.

Watch: What is ChatGPT, and should we be afraid of AI chatbots?

Main content

What one thing do you remember most about Donald Trump’s presidency?

In April as part of the New York Times/Siena College survey, we called about 1,000 voters across the country and asked for their most prominent memory of the Trump years. Here’s what they said, in their own words.

“ His honesty ”

Trump supporter in 2024

“ His lies ”

Biden supporter

“ He had the country headed in the right direction ”

Trump supporter

“ America was going in the wrong direction ”

“ He was a crook ”

“ He couldn’t be bought ”

“ Efficient ”

“ Incompetent ”

“ Less division ”

“ Divided the country ”

The One Thing Voters Remember About Trump

By Christine Zhang , Sean Catangui and Alex Lemonides

The 2024 election will be in part a battle over memories, perhaps more than in previous presidential races because it’s a rare rematch. And memories aren’t necessarily static — what is happening today can influence those memories.

Two of the biggest U.S. news events in decades, the Covid pandemic and the Jan. 6 storming of the Capitol, are seldom the first thing on people’s minds when it comes to their memories of the Trump administration, for example, according to an April Times/Siena survey of registered voters nationwide .

When asked to describe the one thing they remembered most from Donald J. Trump’s presidency, only 5 percent of respondents referred to Jan. 6, and only 4 percent to Covid.

“It’s the salience of issues today that color the memories that people have of Trump,” said John Sides, a professor of political science at Vanderbilt.

The importance of issues of the moment may explain the large number of responses about the economy as opposed to Covid or Jan. 6, which have largely receded from the headlines.

Thinking back to when Donald Trump was president, what one thing do you remember most about Donald Trump’s presidency?

Trump’s behavior

The economy

Immigration

Foreign policy

Based on a New York Times/Siena College poll of 1,059 registered voters conducted April 7 to 11, 2024.

Top six categories shown.

Because of recency bias — a tendency to focus on recent events instead of past ones — people typically feel their current problems most sharply. And they tend to have a warmer recall of past experiences, which can lead to a sense of nostalgia. Like past presidents, Mr. Trump has enjoyed a higher approval rating of his time in office in retrospect.

Voters who shared negative memories of the Trump years overwhelmingly mentioned aspects of his behavior and personality, while the bulk of positive memories were about the economy.

Over a third of voters shared a positive memory. The same percentage shared a negative one. (Some memories could not be clearly categorized.) The Trump and Biden campaigns are sure to try to emphasize and remind voters of the memories favorable to them.

Here’s a closer look at some of the respondents’ most common memories of Mr. Trump’s years in office.

Comments from voters who said what they remembered most was Trump’s behavior

“ He was the biggest liar ever ”

Biden supporter in 2024

“ His dislike for Black people ”

“ The terrible things he did to women ”

“ Chaos and corruption ”

“ The disgrace he brought to this country ”

“ His direct way of doing business ”

“ I remember him using Twitter a lot ”

“ He got things done and fulfilled campaign promises ”

Selected responses from a New York Times/Siena College poll of 1,059 registered voters conducted April 7 to 11, 2024.

About two-thirds of the comments about Mr. Trump’s behavior and personality came from voters who said they would support President Biden in November.

Voters tended to speak about Mr. Trump’s personality traits in general terms, rather than recalling specific memories. These respondents were most likely using the question as a vehicle to express their views of Mr. Trump, in addition to or instead of calling to mind a specific memory, Mr. Sides said. Their answers are “a mixture of opinion and, maybe, memory,” he said.

For example, some referred to him as a liar. Others said they remembered him as sexist or racist. Dozens of voters simply replied “chaos.”

Biden supporters were far more likely to cite Mr. Trump’s behavior and personality than any specific issue. Some of them may have spoken about Mr. Trump generally because of the multitude of controversies during his time in office, Mr. Sides said. “If you don’t like Trump and your memory of Trump is essentially a negatively colored memory, it’s easier to sum it up in this fairly broad way by just critiquing him as a person,” he said.

Relatively few voters cited positive memories of Mr. Trump’s behavior and personality. Those who did typically used a common refrain: that he “got things done” or “did what he set out to do.”

This could, again, be a way for voters to express an opinion without a specific memory.

It could also reflect a persona that Mr. Trump has honed at rallies and in campaign communications, said Seth Masket, a professor of political science at the University of Denver. These recollections are not necessarily “bound by reality,” he said. “They’re images. They’re reputations.”

Comments from voters who said what they remembered most was the economy

“ The economy ”

“ The economy was a little better than it is now ”

“ The economy was in a lot better shape than it is now ”

“ Gas was cheap and we were using our own oil ”

“ That he gave out the stimulus checks ”

“ Tax cuts for the rich ”

“ The tax cuts ”

“ Good economy, no wars ”

Voters who cited the economy as their top memory largely looked back on the Trump years as a time of prosperity. A large share of these comments came from Trump supporters, many of whom said, generically, “the economy.”

“A lot of that is kind of a response to what people perceive as a not good economy now,” Mr. Masket said. Memories of a thriving Trump-era economy could reflect the salience of lingering inflation as an issue faced by President Biden today.

Presidents don’t have as much influence over the economy as many voters assume. For example, most rich countries like the U.S. experienced inflation spikes and then declines in inflation as the pandemic wound down, and economists have generally praised the U.S. recovery . But many voters are typically worried about economic signals right in front of them in the moment.

The many responses mentioning lower gas prices under Mr. Trump, for example, were a way for voters to draw a contrast between the two candidates. “In 2020, when no one could travel, gas prices were very low,” Mr. Masket said. Higher gas prices were “one of the most notable features of inflation” during the pandemic recovery, he added.

Comments from voters who said what they remembered most was immigration

“ He saved our country and closed the border ”

“ The wall ”

“ Started the wall on the border ”

“ His promise to build a wall ”

“ He did attempt to start building the wall ”

“ He did something about the border ”

“ Putting children in cages ”

The Biden administration has grappled with the surge in illegal crossings along the border with Mexico, making it an issue with higher salience. Trump supporters who remembered Mr. Trump’s immigration politics tended to cite his promises to build a wall along the border and his hard-line approach to border security, things they saw as standing in contrast with Mr. Biden’s approach.

The small number of Biden supporters in the survey whose main memory of Mr. Trump was about immigration almost all mentioned Trump-era policies that led to family separations at the border.

Comments from voters who said what they remembered most was Covid or Jan. 6

“ When he refused to turn over power ”

“ He should be in jail for the Jan. 6 incident ”

“ Involvement with the Jan. 6 riot attack on the capital ”

“ Jan. 6 and his unwillingness to accept the election results ”

“ His anti-science views; he called Covid a liberal hoax ”

“ He called Covid-19 a hoax and was a constant liar ”

“ Total incompetence in handling the Covid-19 crisis ”

“ Negligence in providing accurate Covid information ”

The fading of Covid and Jan. 6 from people’s memories about Mr. Trump — less than 10 percent of survey respondents mentioned them — is still surprising, Mr. Masket said. “In many ways, the most recent things about his presidency are not the things that people remember about him,” he said.

Voters may be loath to revisit unpleasant memories of the pandemic, he said. This helps Mr. Trump in some ways. “Trump almost gets a pass,” he said, adding, “He just gets, ‘Well, the first three years were good and the fourth year wasn’t his fault.’”

Thoughts of Covid and Jan. 6 could have informed other answers, even if voters didn’t cite them specifically, Mr. Sides said. For instance, voters could have been thinking of these events when giving responses mentioning Mr. Trump’s lies or chaos and division during his time in office.

Comments from voters who said what they remembered most was foreign policy

“ No new wars ”

“ Knew how to talk to foreign people and keep peace with everyone ”

“ Peace in the Middle East ”

“ World peace ”

“ Stability among nations ”

“ Opening up communication with North Korea ”

“ Threatening nuclear war against North Korea ”

“ Probably when he made peace with North Korea and he was the first president to step foot on Korean soil ”

A handful of voters in the survey, mostly Trump supporters, looked back on the Trump years as a time of peace. This may be because of the two major international conflicts — the Israel-Hamas war and the Russia-Ukraine war — that are dominant in the public consciousness today. As with responses about the economy and immigration, these responses may reflect an implicit critique of Mr. Biden’s handling of foreign policy.

A few voters — both Biden and Trump supporters — specifically mentioned North Korea in their top memory of Mr. Trump as president, in particular his meeting with the North Korean leader, Kim Jong-un, at the Demilitarized Zone.

More About the Times/Siena Poll

You Ask, We Answer: How The Times/Siena Poll Is Conducted

The New York Times/Siena College Poll has earned a reputation for accuracy and transparency. But as with any poll, there are limits to just how much you can derive.

By The New York Times

There is time for perceptions to shift before November, and for other issues to take hold. (The survey was conducted before the start of Mr. Trump’s Manhattan criminal trial.)

In the battle over memories, the Biden campaign will be trying to remind voters of some older ones that reflect poorly on Mr. Trump.

In April, Mr. Biden shared a video on social media of Mr. Trump’s suggestion to inject disinfectant during the early days of the pandemic. And on Tuesday, the Biden campaign released a digital ad that interspersed Mr. Trump’s criticism of immigrants along with images of crying women and children.

“If people are mostly thinking about the economy, that seems to be helping Trump right now, and what the Biden team is going to try and do is keep raising other issues, keep raising, you know, Jan. 6 as an issue or chaos and Covid as an issue,” Mr. Masket said.

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A line drawing of a person whose head is surrounded by loops of confusion, with a question mark atop it all.

How to tell if a conspiracy theory is probably false

Associate Research Professor of Social Psychology, Louisiana State University

Disclosure statement

H. Colleen Sinclair receives funding from multiple foundations, national scientific groups, and government organizations.

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Conspiracy theories are everywhere , and they can involve just about anything.

People believe false conspiracy theories for a wide range of reasons – including the fact that there are real conspiracies , like efforts by the Sackler family to profit by concealing the addictiveness of oxycontin at the cost of countless American lives .

The extreme consequences of unfounded conspiratorial beliefs could be seen on the staircases of the U.S. Capitol on Jan. 6, 2021, and in the self-immolation of a protestor outside the courthouse holding the latest Trump trial.

But if hidden forces really are at work in the world, how is someone to know what’s really going on ?

That’s where my research comes in; I’m a social psychologist who studies misleading narratives . Here are some ways to vet a claim you’ve seen or heard.

An overview of a maze of passages between shrubs.

Step 1: Seek out the evidence

Real conspiracies have been confirmed because there was evidence. For instance, in the allegations dating back to the 1990s that tobacco companies knew cigarettes were dangerous and kept that information secret to make money, scientific studies showed problematic links between tobacco and cancer. Court cases unearthed corporate documents with internal memos showing what executives knew and when. Investigative journalists revealed efforts to hide that information. Doctors explained the effects on their patients. Internal whistleblowers sounded the alarm.

But unfounded conspiracy theories reveal their lack of evidence and substitute instead several elements that should be red flags for skeptics:

Dismissing traditional sources of evidence , claiming they are in on the plot.

Claiming that missing information is because someone is hiding it, even though it’s common that not all facts are known completely for some time after an event.

Attacking apparent inconsistencies as evidence of lies.

Overinterpreting ambiguity as evidence: A flying object may be unidentified – but that’s different from identifying it as an alien spaceship.

Using anecdotes – especially vaguely attributed ones – in place of evidence, such as “ people are saying ” such-and-such or “my cousin’s friend experienced” something.

Attributing knowledge to secret messages that only a select few can grasp – rather than evidence that’s plain and clear to all.

Step 2: Test the allegation

Often, a conspiracy theorist presents only evidence that confirms their idea. Rarely do they put their idea to the tests of logic, reasoning and critical thinking .

While they may say they do research, they typically do not apply the scientific method . Specifically, they don’t actually try to prove themselves wrong.

So a skeptic can follow the method scientists use when they do research: Think about what evidence would contradict the explanation – and then go looking for that evidence.

Sometimes that effort will yield confirmation that the explanation is correct. And sometimes not. Like a scientist, ask yourself: What would it take for you to believe your perception was wrong?

A hand holds a magnifying glass over one silhouetted figure, which is connected in a diagram to other figures.

Step 3: Watch out for tangled webs

When theories claim large groups of people are perpetrating wide-ranging activities over a long period of time, that’s another red flag.

Confirmed conspiracies typically involve small, isolated groups, like the top echelon of a company or a single terrorist cell. Even the alliance among tobacco companies to hide their products’ danger was confined to those at the top, who made decisions and enlisted paid scientists and ad agencies to spread their messages.

False conspiracies tend to implicate wide swaths of people, such as world leaders, mainstream media outlets, the global scientific community, the Hollywood entertainment industry and interconnected government agencies.

The online manifesto of Max Azzarello – the man who self-immolated on the steps of a New York courthouse in April 2024– railed against a conspiracy allegedly including every president since Bill Clinton, sex offender Jeffrey Epstein, even the writers of “The Simpsons.”

Remember that the more people who supposedly know a secret, the harder it is to keep.

Step 4: Look for a motive

Confirmed conspiracies tell stories about why a group of people acted as they did and what they hoped to gain. Dubious conspiracies involve a lot of accusations or just questions without examining what real benefit the conspiracy nets the conspirators, especially when factoring in the costs.

For instance, what purpose would NASA have to lie about the existence of Finland ?

Be particularly suspicious when conspiracies allege an “agenda” being perpetrated by an entire sociodemographic, which is often a marginalized group, such as a “gay agenda” or “Muslim agenda.”

Also look to see whether those spreading the conspiracy theories have something to gain. For example, scholarly research has identified the 12 people who are the primary sources of false claims about vaccinations. The researchers also found that those people profit from making those claims .

Step 5: Seek the source of the allegations

If you can’t figure out who is at the root of a conspiracy allegation and thus how they came to know what they claim, that is another red flag. Some people say they have to remain anonymous because the conspiracists will take revenge for revealing information. But even so, a conspiracy can usually be tracked back to its source – maybe a social media account, even an anonymous one.

Over time, anonymous sources either come forward or are revealed. For instance, years after the Watergate scandal took down Richard Nixon’s presidency, a key inside source known as “Deep Throat” was revealed to be Mark Felt , who had been a high-level FBI official in the early 1970s.

Even the notorious “Q” at the heart of the QAnon conspiracy cult has been identified, and not by government investigators chasing leaks of national secrets. Surprise! Q is not the high-level official some people believed.

Reliable sources are transparent.

A view of a person holding a flashlight standing in a dark field while a circular shape hovers overhead, beaming a light down.

Step 6: Beware the supernatural

Some conspiracy theories – though none that have been proven – involve paranormal, alien, demonic or other supernatural forces. People alive in the 1980s and 1990s might remember the public fear that satanic cults were abusing and sacrificing children. That idea never disappeared entirely .

And around the same time, perhaps inspired by the TV series “V,” some Americans began to believe in lizard people . It may seem harmless to keep hoping for evidence of Bigfoot, but the person who detonated a bomb in downtown Nashville on Dec. 25, 2020, apparently believed lizard people ran the Earth .

The closer the conspiracy is to science fiction, the closer it is to just being fiction.

Step 7: Look for other warning signs

There are other red flags too, like the use of prejudicial tropes about the group allegedly behind the conspiracy, particularly antisemitic allegations.

But rather than doing the work to really examine their conspiratorial beliefs, believers often choose to write off the skeptics as fools or as also being in on it – whatever “it” may be.

Ultimately, that’s part of the allure of conspiracy theories . It is easier to dismiss criticism than to admit you might be wrong.

Scientific method
Conspiracy theories
Misinformation
Disinformation
Conspiracy thinking

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‘Poolman’ Review: Chris Pine Gives It His All, Which Is Not Enough

The trying-to-be-edgy comedic tone and presence of danny devito might make you think you're watching an unaired episode of 'it’s always sunny in philadelphia.' but chris pine's writing-directing debut isn't nearly that good..

Chris Pine seems like a nice guy. He has a clear reverence for cinema, for Los Angeles and for his fellow actors. Historically, he’s proven to be a talented actor with the star power to carry a blockbuster film like Star Trek , as well as indies like Hell or High Water . But as good-natured and skilled as he appears, Pine can’t direct a movie. Or, at least, Poolman , his directorial debut, fails on multiple levels. Written by Pine alongside Ian Gotler , the film struggles to find its tone and its narrative, despite an A-level cast and crew.

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Pine plays Darren Barrenman, a Los Angeles pool cleaner who either pays homage to or is a pale imitation of Jeff Bridges’ The Dude from The Big Lebowski . Darren lives in a trailer adjacent to the swimming pool of the Tahitian Tiki complex where he works and spends his free time writing letters to Erin Brockovich, which attempt to narrate an otherwise convoluted story. Along with a group of his pals, including Annette Bening ’s therapist Diane, Danny DeVito ’s Jack, and Jennifer Jason Leigh ’s Pilates instructor Susan, Darren frequently goes up against the city of Los Angeles with complaints about new land developments (or something like that). He also might be trying to make a movie or possibly a TV show. Darren uncovers a conspiracy involving a local politician named Stephen ( Stephen Tobolowsky ) and mysterious femme fatale June ( Dewanda Wise ) that is related to water . Or maybe to zoning rights? Honestly, the story is a muddled mess that never clears itself up.

Poolman is presumably a satire of LA noir films like Chinatown , but DeVito and the trying-to-be-edgy comedic tone frequently trick you into thinking you’re watching an unaired episode of It’s Always Sunny in Philadelphia . The story is largely to blame for how much the movie falters, especially since Pine called in a notably talented crew to make the visuals look decent. Matthew Jensen, who shot Wonder Woman , acts as the DP and attempts to infuse a nostalgic sense of classic noir into the scenes. But even the music by Andrew Bird can’t transform this into an enjoyable 100 minutes.

I’m sure Pine meant well. He probably had a good idea and couldn’t execute it. An incredibly stoned person wouldn’t be able to decipher Poolman —and neither can a general audience. The entire cast, especially Pine, gives their all. It’s a lot of great actors attempting to find footing in the deep end of a stagnant, murky pool. It’s a miss, without any sense of being entertaining for all its flaws. Everyone here can do better and should. And next time, leave poor Erin Brockovich out of it.

‘Poolman’ Review: Chris Pine Gives It His All, Which Is Not Enough

SEE ALSO : Will Keen On Playing Vladimir Putin On Broadway in ‘Patriots’

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Jerry Seinfeld’s Duke University Commencement Speech Spurs Walkouts as Students Chant ‘Free Palestine’

By Ellise Shafer

Ellise Shafer

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Jerry Seinfeld received an honorary degree at Duke University’s commencement on Sunday, but before he could begin his speech, the comedian was met with student walkouts.

According to the New York Times , dozens of students left the graduation ceremony and chanted “Free, free Palestine” in protest of Seinfeld, who has been vocal about his support of Israel. Others in the crowd responded to the protesters with applause and cheers of approval for Seinfeld, who began his speech with, “Thank you. Oh my God, what a beautiful day.”

Popular on Variety

In addition to posting about his support of Israel on social media, in December Seinfeld made a trip to Tel Aviv to meet with families of the hostages taken during Hamas’ Oct. 7 attack. Earlier this month, his wife, Jessica Seinfeld, promoted on Instagram a UCLA counterprotest to the pro-Palestinian demonstrations that have been taking place at universities across the country.

Representatives for Seinfeld declined to comment on the matter.

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To complete your corporate dissolution or LLC dissolution, you must file the dissolution articles with the secretary of state or other state business filing agency. Exact procedures and fees vary from state to state, but you must file the form in person or by mail and pay a filing fee in most states. 6. Other steps in closing a business.
Forms: Notice and Articles of Dissolution
To undo that, you need to file Articles of Dissolution with the same agency. Once you've finished all the steps of the dissolution, the Secretary of State sends you a certificate of cancellation, officially ending your business. Notice of Intent To Dissolve. Some states require businesses to notify their creditors when the business closes down.
Articles of Dissolution: Everything You Need to Know
Once you file your articles of dissolution, several events will occur. First, your LLC or corporation will be officially ended. Second, you will no longer have to pay taxes or annual fees for your corporation. To make sure that your company is properly closed, you must complete several steps: All owners of your LLC must agree to the dissolution.
Everything You Need to Know About Dissolving an LLC
Consent, vote, or agreement by all members. Colorado, Illinois, Nevada, New Jersey, Ohio, and Wyoming allow LLCs to be dissolved with unanimous member approval. Virginia specifies that you need unanimous written consent to dissolve your LLC. In Michigan, a unanimous vote by members entitled to vote is required.
How To Dissolve An LLC
3. File an Article of Dissolution. Articles of dissolution is a document in which you ask the state to officially dissolve your business. Find the form at your state's corporations division or ...
Articles of Dissolution
Filing an Articles of Dissolution officially ties up the loose ends when ending a business and ensures that the state and your business associates are notified and that any remaining assets are properly distributed. Easy to file. It takes just a few minutes to provide the necessary information, then we take care of the rest—filing your ...
Dissolution
What are articles of dissolution? It's the form that lets the state know your business is officially dissolving. Articles of dissolution are required for most business types, such as LLCs and corporations. If you have a sole proprietorship—an unincorporated business that you run and own alone—there's no need to file if you stop doing business.
Dissolving, Winding Up, and Terminating an LLC
Terminating the LLC. Ending an LLC's existence as a separate legal entity is a multi-step process that involves dissolving, winding up affairs, liquidating assets, paying creditors, and more. This process requires compliance with both the formation state's LLC Act and the LLC's operating agreement. Many operating agreements set forth when ...
Steps to Dissolving and Winding Up a Corporation
Hold a Board Meeting to Adopt the Resolution to Dissolve. The first step in dissolving a corporation usually involves having your board of directors vote and adopt a resolution to dissolve the corporation. Generally, you start the dissolution process by holding a meeting of the board of directors to vote on a resolution to approve the ...
Articles of Dissolution
You'll then need to file your Articles of Dissolution with your state. This document lets your state know that you are no longer operating as a corporation or LLC. 2. File Your Last Tax Return. You don't need to wait until tax season to pay your final tax return. When you file, make sure to check the "final return" box when filing your ...
Articles of Dissolution
The company must notify each director and shareholder (or members of LLC), whether entitled to vote or not, of the proposed vote. The notice must clearly state that the purpose of the meeting is to consider dissolving the entity. File Articles of Dissolution: The procedure to dissolve your business varies by state.
How to dissolve a business in 7 steps
Step 1: Get approval of the owners of the corporation or LLC. Company owners must first approve the dissolution of a corporation or LLC before the company can begin the process of dissolving the business with the state. With corporations, the shareholders must approve the action. With limited liability companies (LLCs), the members grant approval.
Draft your own Articles of Dissolution
Complete the Articles of Dissolution form for the state in which the company was incorporated. Obtain the necessary signatures for the Articles of Dissolution. File the Articles of Dissolution with the Secretary of State or other relevant state agency. Pay all applicable filing fees.
Close a business
File a Dissolution Today for Only $129. Avoid excess fees by officially closing your business. Get Started Now. Articles of Dissolution filings are used to notify the state of a business' closure. Without filing the proper paperwork, a business will remain responsible for taxes and other state requirements.
How to Legally Dissolve a Corporation or LLC
As I shared earlier, the process to accomplish the dissolution of a Corporation or LLC varies from one state to the next and by business entity type. Below is a handy checklist of the typical steps involved when dissolving a business: Dissolve the business structure - Hold the necessary meetings and votes to obtain approval; record the ...
Articles of Dissolution and Why is it Important
Formally filing articles of dissolution protects you and other owners of the business from future liability when exiting a business . As an extra layer of protection, be sure to notify taxing authorities, pay your taxes, then notify and pay other creditors before you shut the doors for good. Articles Of Dissolution Are Like A Death Certificate ...
Dissolving a Nonprofit Corporation
Step #2 Drafting the Plan of Dissolution. If the leadership of the organization decides that winding down is the best option, the organization will need a "plan of dissolution.". A plan of dissolution is essentially a written description of how the nonprofit intends to distribute its remaining assets and address its remaining liabilities.
Instructions: Articles of Dissolution
If you want the document to take effect immediately, leave "Yes" selected and the date field blank. ... Articles of Dissolution (Cooperative Association) filed pursuant to § 7-55-114 and § 7-114-103, or § 7-55-116 and § 7-134-103 and part 3 of Article 90 of Title 7 of the Colorado Revised Statutes (C.R.S.)
Closing a business
The business EIN. The business address. The reason you wish to close the account. If you kept the notice, we sent you when we assigned your EIN, you should enclose a copy of it with your EIN cancellation letter. Send both documents to us at: Internal Revenue Service. Cincinnati, OH 45999.
Closing NC Business
If you want to close a North Carolina business, you do so by voluntarily filing Articles of Dissolution for the entity type (Business Corporation, Nonprofit Corporation, Limited Liability Company (LLC)). Once you have voluntarily dissolved by filing Articles of Dissolution the company may only do those activities to wind up the affairs of the ...
E-File Articles of Dissolution
Certified Copy. You may request a certified copy of your Articles of Dissolution. This item is not required. A certified copy will include a filed stamped copy of your Articles of Dissolution and will verify that the copy is a true and correct copy of the document on our records. Fee: $8.75 each.
Articles of Dissolution of Domestic Limited Liability Companies
$60 filing fee for Articles of Dissolution. All fees must be paid by cash, check, money order, MasterCard, Visa or American Express. To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service. Checks and money orders should be made payable to the "Department ...
Instructions for Form 4017
Item 5: Custody of corporate documents and records. All dissolving corporations must indicate a person who will have custody of the corporate records for six years after dissolution. If the person, or their contact information, changes within the six years after the dissolution date, Corporations Canada must be advised in writing.
How Do I Write a Dissolution Letter?
Simply state the bare facts of the situation, and keep the text as simple and direct as possible. A dissolution letter may often touch on any remaining obligations that one or both parties must fulfill, according to the terms and conditions of a pre-existing contract. Recognize those in the body of the letter and note how those matters will be ...
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Articles of Dissolution: Everything You Need to Know

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Q: What is the difference between Articles of Dissolution and Articles of Incorporation?

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How to Legally Dissolve a Corporation or LLC

Top Questions for Business Owners

Do I Need to Close My Business Before Year-End?

Does this Process Vary by LLC or Corporation?

Does the Process Vary by State?

What if My Business is a Partnership?

What Happens to My Existing Customers and Contracts?

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Additional Year-End Tips for Accountants, Advisors, and Business Consultants

Help Your Clients Prevent Tax Filing Fees and Penalties

Validate Your Clients Are in Good Standing

Validate Clients Have Completed Their Annual Compliance Filings With the State

Help Clients Formally Perform Name Changes with the State

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Convert Clients to the Correct Business Entity

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Enroll in the CorpNet Partner Program to Help Your Clients and Open a New Revenue Stream for Your Business

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