If you need to dissolve your corporation and you have to distribute shares, your incorporator is responsible for closing your business. Otherwise you will need to hold a meeting with your board of directors [Add KB link to dissolving corporation through board of directors]
When you officially dissolve your corporation with the state, your company is no longer a legal entity. Also you won't be responsible for state filings, penalties and tax debts that could accrue.
Dissolve your business with an incorporator
The incorporator (versus an entire board) assumes responsibility for dissolving the corporation.
General process
1.The incorporator fills out the Certificate of Dissolution. This can be done online at Business.CT.gov
On Business.CT.gov, create an account. Then login to your dashboard. Select Manage your business> dissolve a business.
2. The incorporator must close all business tax accounts with Connecticut’s Department of Revenue Services (DRS)
3. As the final step, the incorporator needs to distribute shares to the shareholders.
Other corporate dissolution steps to take care of:
Be sure to consult with your attorney and accountant on other remaining details to resolve as you close your business. This includes areas such as:
- closing your business bank account
- cancelling your employee withholdings
- cancelling your employee registrations with Connecticut's DOL
When you close your business bank account, ask your bank what the process is and whether it needs to be done in person. You will also need to determine your final closing balance to pay off what you owe to creditors etc.
To stop issuing employee withholding taxes to the state, you will need
- form CT-941 (Connecticut Quarterly Reconciliation of Withholdings)
- form CT-W3 (Connecticut Annual Reconciliation of Withholding)
Be sure to give your employees their W2's and provide these copies to the IRS.
Also contact CT's Department of Labor (860) 263-6000 for more details on how to close your employee/employer registration with the state.