If a company ceases to conduct business, the company is required to take formal steps in filing the appropriate paperwork to terminate the business, as it had to take formal steps in filing paperwork to establish the business. If a company ceases to do business, but does not complete the necessary steps and does not file the appropriate paperwork, then that company will remain responsible for statutory requirements, state fees, annual reports, entity taxes, and must maintain a registered agent until it has completed and filed the official documents to terminate the company. The benefits of incorporating a company can be great, but the associated responsibilities and legal requirements remain until the proper steps are taken to legally terminate a company.
When a company wishes to terminate its business, it must file a document referred to as the "Articles of Dissolution" or "Certificate of Dissolution" or "Certificate of Cancellation". This document is filed in the domestic state, the state in which the company was originally incorporated/formed. In many states, the company must be in good legal standing before the state will accept this final corporate filing. This most often means that the company's compliance matters must be current including outstanding taxes (some states require a Tax Clearance), outstanding annual reports, and any related filing fees to the dissolution must be paid.
If a company is registered in foreign states and wishes to terminate its authority to transact business within those foreign states, the company must also take formal steps to legally withdraw or surrender its authority to transact business within those states. In each state it wishes to cease doing business, the company must file a "Certificate of Withdrawal" also referred to as a "Certificate of Surrender". In many states, the company must be in good legal standing before the state will accept this final corporate filing. This most often means that the company's compliance matters must be current including outstanding taxes (some states require a Tax Clearance), outstanding annual reports, and any related filing fees to the withdrawal or surrender must be paid.
In any state, whether it's the company's domestic state or a foreign state, if the company chooses to terminate its business or withdrawal from a state or states, it must follow the formal procedures as it did initially to commence doing business in that state(s). If a company does not voluntarily take the official steps to cease doing business legally, then it remains responsible for all the filing, tax, and registered agent requirements it would have been responsible for otherwise. Additionally, states will often involuntarily dissolve a company, or administratively revoke a company's authority to transact business when the company does not maintain good legal standing, fails to comply with corporate governance and compliance matters, files bankruptcy, or fails to properly terminate the company upon the cease of business operations, leaving consequence to future business endeavors.
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