How Do I Close an S Corporation in Wisconsin? How to Dissolve a Corporation

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Initial Steps for Dissolution

The first step to terminate a corporation is to file dissolution paperwork with the Wisconsin Department of Financial Institutions. To dissolve, file Form 10, Articles of Dissolution with the Department of Financial Institutions. Follow these steps to ensure compliance:

  • Cancel licenses, permits, and accounts
  • Notify all creditors in writing of your closing
  • Liquidate assets and distribute or sell property

Considerations for Different Business Structures

The procedures to dissolve a business vary based on its structure, so it’s vital to check state business codes. For an S-Corp, the following steps are necessary:

  1. Conduct a shareholder vote
  2. Cease operations
  3. Settle debts and liabilities
  4. Liquidate assets
  5. File Articles of Dissolution

An LLC can choose to be taxed as an S-corp by filing Form 8832 and 2553.

Official Closure Procedures

To formally close a corporation, take these actions:

  • Obtain board and shareholder approval
  • Pay debts and distribute assets
  • File articles of dissolution
  • File an amended Articles of Incorporation when changing officers (applicable in Illinois)

Remember to resolve all recurring obligations with the Department of Financial Institutions and Department of Revenue. This includes any delinquent fees.

Finalizing Dissolution

Before the dissolution is final, follow these steps:

  1. File the correct state form
  2. Repay all debts and make plans to sell corporate property
  3. Notify the IRS of dissolution by filing Form 966
  4. File a final tax return, marking it as the final return
  5. Restore good standing with the state if necessary

Key Considerations and Legalities

Dissolving a corporation involves following both state and IRS rules that were used when forming it.

  • Avoid presuming the corporation has ended merely by halting operations
  • Ensure all legal and tax procedures are followed with professional help
  • If insolvent, directors must ensure creditors are paid within 12 months of dissolution

Different Ways to Terminate a Corporation

Shareholder Action, Board Action, and Filing for Bankruptcy are the three primary methods to voluntarily wind up and dissolve a corporation.

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