If you decide to close your corporation, you do need to dissolve your business with the state so that it is no longer a legal entity. This step also ensures that you are not liable for more state filings or business taxes. 

You may have a corporate structure that require that you dissolve your business with your board of directors. Otherwise if you are required to distribute shares to your shareholders, your incorporator must dissolve your business. [link to KB article on incorporators ] 

 

Steps for dissolving your corporation with your board of directors

 

To dissolve your corporation, follow these general steps:

 

Step 1: Meet with your board of directors

 

Hold a board of directors meeting. Your directors must agree to dissolve the corporation. However, with some corporate structures your shareholders must vote on the dissolution. Either way, be sure to document your meeting and the actions taken.

 

Step 2: File the right dissolution form with your board of directors

 

File your Certificate of Dissolution during your meeting with CT’s Secretary of the State. You will need to collaborate with your board of directors to provide the following information.

 

• Name of the corporation

• Date the dissolution was authorized

• Method used to authorize the dissolution (shareholders versus incorporators)

• Affirmative that the dissolution was voted upon.

• Application date

• Title and signature of the applicant

During your meeting, you and your board of directors may choose to file your Certificate of Dissolution online (versus mail). If so, get started by creating an account on Business.CT.gov to get started. 

Once you log into your dashboard:

1. Choose manage your business

2. Select dissolve a business

3. Follow the prompts until you reach the confirmation on your submissions page

 

Step 3: Take care of your DRS tax oblications

Fulfill all your tax obligations with CT’s Department of Revenue Services. Also be sure to fulfill your federal tax obligations with the IRS.

[link to KB instructions on how to close your sales and use tax account with CT DRS ] 

Step 4: Close your withholding business tax

 

Closing your withholding business tax means that you will stop paying wages when you dissolve your business. 

First , you need to fill out form CT-941, Connecticut Quarterly Reconciliation of Withholdings 

• Check the box on CT-941 to show that you don’t have employees anymore. 

• Enter the last date of their payroll

If you cannot find form CT-941, you may also write to CT's Department of Revenue Services to start the process of ending your employee wage payments.

Second, you will need to file the Connecticut Annual Reconciliation of Withholding (CT W-3) 

• Issue W2 forms to all your employees with their wage and withholding amounts

• Send all your copies of W2 forms to DRS

Third, contact Connecticut’s DOL to cancel your employee registration. You may visit Connecticut’s DOL site or contact the state’s Department of Labor for specific details (860) 263-6000

 

Step 5: Cancel your corporate business tax account

How you cancel your corporate business tax account depends on whether you have a domestic corporation (i.e. started in CT) or a foreign corporation (i.e. started outside of CT). 

For domestic corporations, you need to dissolve it with the Secretary of the State. If you have a foreign corporation, you will need to withdraw it.

Use Form CT-1120 to file a final Connecticut Corporation Business Tax Return.

Step 6: Cancel your corporate bank account

Contact your bank for specific details. Many banks have different requirements for closing a corporate bank account. 

• Do members of your corporation have to close the account in-person?
• Does the bank require all corporate officers (versus a minimum) listed on the account to be present?

Follow the steps provided by your bank. When you close your account, do not empty it. Leave sufficient funds to cover pending transactions.

Also determine your closing balance. This will be included in your closing documents. Determine how to appropriately distribute or resolve as needed. 

Step 7: Cancel your licenses and permits

 

Login to eLicense Online (ct.gov) and follow the instructions provided. 

 

If you experience issues, email: dcp.online@ct.gov

 

 

 

Step 8: Inform key people about your dissolution

 

Make a list of people who need to know about your dissolution and contact them. This may include:

• Customers

• Vendors

• Creditors

 

Step 9: Distribute your remaining assets

 

Decide what remaining assets must be distributed and how to do this. The structure of your company will determine how assets are distributed. Often, this is based on their pro rata ownership share.