# How to dissolve a corporation: forms, fees and Form 966

> How to dissolve a corporation: the board and shareholder vote, IRS Form 966, state dissolution filings and fees, creditor claims, final returns and records.

Canonical: https://origindatapartners.com/guides/dissolve-a-corporation
By: Origin Data Partners
Status: Published
Published: 2026-11-05
Updated: 2026-11-05
Sources checked: 2026-11-05

## Quick answer

To dissolve a corporation, the board adopts a resolution to dissolve and the shareholders approve it. The corporation then files IRS Form 966 within 30 days of that resolution, settles its state taxes, files a certificate or articles of dissolution with its home state, notifies creditors, pays its debts, distributes what is left to shareholders and files a final Form 1120 or 1120-S. Several states will not accept the filing until state taxes are settled: Delaware requires all franchise taxes and a final annual franchise tax report first, New York requires written consent from its Tax Department, and Texas requires a certificate of account status from the Comptroller. Among the six states covered below, state fees range from none in California to $224 plus taxes in Delaware. A corporation that just stops operating keeps its state tax and filing duties until it is dissolved. Before cancelling company systems, check how long records must be kept and whether operational records such as tickets, email, chat and code can be licensed.

## Key points

- Form 966 is due within 30 days of the board's resolution to dissolve, not at the end of the wind-down.
- Settle state taxes first: Delaware, New York, Texas and New Jersey check them before they finish a dissolution.
- Pay or provide for creditors before shareholders receive anything. Directors who pay shareholders first can be personally liable.

## How to dissolve a corporation: step by step

Before you file, check what the company's records are worth. AI developers now pay for the operational records of closing and closed companies, such as tickets, work orders, email and chat archives and code ([public deals](https://origindatapartners.com/guides/ai-data-licensing-deals)). A [free valuation](https://origindatapartners.com/check-fit) takes six questions about the business and no files.

The order below fits most US corporations. State rules change the details, and several steps run in parallel. Closing an LLC instead? See [how to dissolve an LLC](https://origindatapartners.com/guides/how-to-dissolve-an-llc).

| Step | What to do | Rule or deadline to know |
| --- | --- | --- |
| 1. Board resolution | The board adopts a resolution to dissolve and calls a shareholder vote | Delaware: a majority of the whole board |
| 2. Shareholder approval | Shareholders vote, or all of them consent in writing | Delaware: a majority of the outstanding voting stock |
| 3. File Form 966 | Send the IRS the form with a certified copy of the resolution | Within 30 days of the resolution |
| 4. Settle state taxes | File final state returns, pay balances and get any consent or certificate the state requires | Delaware, New York, Texas and New Jersey check taxes first |
| 5. File with the state | Certificate or articles of dissolution at home; withdrawals in other states | No fee in California; $224 plus taxes in Delaware |
| 6. Tell employees | Give notice, pay final wages, file final payroll returns | Federal WARN Act: 60 days' notice for covered closings |
| 7. Notify creditors | Send written notice with a deadline for claims | Delaware: no earlier than 60 days; Florida: at least 120 days |
| 8. Pay debts, then distribute | Pay or provide for claims, then distribute the rest to shareholders | Report distributions to shareholders on Form 1099-DIV |
| 9. File final returns | Form 1120 or 1120-S marked final, then close the EIN account | The IRS closes the account only when all returns are filed and taxes paid |
| 10. Keep records | Store tax, payroll and corporate records with a named custodian | Employment tax records: at least 4 years |
| 11. Check the records' value | Before deleting systems, see whether operational records can be licensed | Retention rules come first |

Source: [IRS: Closing a business](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)

## Step 1: Board resolution and shareholder approval

Dissolution starts with the board. Under [Delaware law](https://delcode.delaware.gov/title8/c001/sc010/index.html), a majority of the whole board adopts a resolution to dissolve, notice goes to every stockholder entitled to vote, and a majority of the outstanding voting stock must approve it. The board can be skipped if all voting stockholders consent in writing, and the resolution can let the board abandon the dissolution later without another stockholder vote.

Other states set their own thresholds, and your articles or bylaws may ask for more. In California, the election to wind up and dissolve needs shareholders holding at least 50 percent of the voting power and is filed on Form ELEC STK; if every shareholder voted for it, that is noted on the final certificate instead ([California Secretary of State](https://bpd.cdn.sos.ca.gov/corp/pdf/corp_stkdiss.pdf)). In Texas, the certificate of termination states that the decision was approved as the Business Organizations Code and the company's governing documents require ([Form 651](https://www.sos.state.tx.us/corp/forms/651_boc.pdf)).

Write the resolution with the later filings in mind. The IRS wants a certified copy with Form 966 ([Form 966](https://www.irs.gov/pub/irs-pdf/f966.pdf)), and New Jersey asks for the minutes authorizing dissolution, or the plan of liquidation, with its tax clearance application ([NJ Division of Taxation](https://www.nj.gov/treasury/taxation/pdf/current/cbt/5033tc.pdf)). The resolution or plan should cover:

- The decision to dissolve and the date it was adopted. Delaware's certificate of dissolution must give the date dissolution was authorized.
- Who may sign the state certificate, Form 966 and the final tax returns.
- The plan of liquidation: how assets will be sold, how creditors will be paid and when shareholders receive what is left.
- Whether the board may abandon the dissolution before it takes effect.
- Who keeps the corporate, tax and payroll records afterwards, and where.

Source: [Delaware Code, Title 8, sections 271 to 285 (dissolution and winding up)](https://delcode.delaware.gov/title8/c001/sc010/index.html)

## IRS Form 966: who files it, when and where

[Form 966](https://www.irs.gov/pub/irs-pdf/f966.pdf) tells the IRS that a corporation has adopted a resolution or plan to dissolve or to liquidate any of its stock. File it within 30 days after the resolution or plan is adopted, with a certified copy attached, and file another Form 966 within 30 days of any amendment or supplement. Send it to the IRS service center where the corporation files its income tax return.

S corporations file it too: the IRS lists Form 966 under corporation filing requirements that include S corporations ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)). Exempt organizations and qualified subchapter S subsidiaries should not file it, and it is not filed for a deemed liquidation, such as an election to be treated as a disregarded entity.

The president, vice president, treasurer, assistant treasurer, chief accounting officer or another authorized officer signs it. If a receiver, trustee or assignee files it on the corporation's behalf, that fiduciary signs instead.

Source: [IRS: Form 966, Corporate Dissolution or Liquidation, with instructions](https://www.irs.gov/pub/irs-pdf/f966.pdf)

## Certificate of dissolution or articles of dissolution: state forms and fees

The state filing goes by different names. Delaware, California, New York and New Jersey call it a certificate of dissolution, Florida calls it articles of dissolution, and Texas files a certificate of termination. Each records the end of the corporation with the state.

The timing differs too. In Delaware the corporation is dissolved when the certificate takes effect, then continues for 3 years to wind up its affairs ([Delaware Code](https://delcode.delaware.gov/title8/c001/sc010/index.html)). California's final certificate comes at the end: it states that the corporation has been completely wound up and its known assets distributed ([Form DISS STK](https://bpd.cdn.sos.ca.gov/corp/pdf/corp_stkdiss.pdf)). Fees and requirements as each state publishes them:

- Registered in other states? File there too. Failing to dissolve with any state where you are registered exposes you to continued taxes and filing requirements, the [SBA](https://www.sba.gov/business-guide/manage-your-business/close-or-sell-your-business) warns. California calls this a surrender for corporations formed elsewhere ([FTB Publication 1038](https://www.ftb.ca.gov/forms/misc/1038.html)), and New Jersey a withdrawal, which also needs tax clearance ([NJ Division of Revenue](https://www.nj.gov/treasury/revenue/business-end.shtml)).

| State | Filing | State fee | Tax step before filing | How to file |
| --- | --- | --- | --- | --- |
| Delaware | Certificate of dissolution (section 275) | $224, plus taxes to dissolve ([fee schedule](https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf)) | Pay all franchise taxes, including for the month dissolution takes effect, and file a final annual franchise tax report ([section 277](https://delcode.delaware.gov/title8/c001/sc010/index.html)) | Form from the Division of Corporations, submitted with its filing cover memo ([Delaware](https://corp.delaware.gov/disso09/)) |
| California | Certificate of Election to Wind Up (ELEC STK), then Certificate of Dissolution (DISS STK); short form DSF STK for a corporation incorporated within the last 12 months | No fee ([Secretary of State](https://www.sos.ca.gov/business-programs/business-entities/forms/corporations-california-domestic)) | Pay all tax balances, file the final return marked final, stop doing business and file with the Secretary of State within 12 months of that return ([FTB Publication 1038](https://www.ftb.ca.gov/forms/misc/1038.html)) | bizfile Online or paper ([Secretary of State](https://www.sos.ca.gov/business-programs/business-entities/forms/corporations-california-domestic)) |
| New York | Certificate of dissolution (Business Corporation Law section 1003) | $60 ([Department of State](https://dos.ny.gov/certificate-dissolution-domestic-business-corporations)) | Written consent from the Tax Department (Form TR-960), and from New York City's Department of Finance if the corporation owed city tax ([NYS Tax Department](https://www.tax.ny.gov/bus/doingbus/tr125.htm)) | Mail, in person or fax ([NYS Tax Department](https://www.tax.ny.gov/bus/doingbus/tr125.htm)) |
| Texas | Certificate of termination (Form 651) | $40 ([Form 651](https://www.sos.state.tx.us/corp/forms/651_boc.pdf)) | Certificate of account status (Form 05-305) from the Comptroller, good through the filing date ([Secretary of State](https://www.sos.state.tx.us/corp/instructions/651.shtml)) | SOSPortal, or by mail ([Texas Comptroller](https://comptroller.texas.gov/taxes/franchise/reinstate-terminate.php)) |
| Florida | Articles of dissolution | $35 ([Division of Corporations](https://dos.fl.gov/sunbiz/forms/fees/)) | Check the state's page | Online at Sunbiz or on the PDF form ([Division of Corporations](https://dos.fl.gov/sunbiz/manage-business/dissolve-withdraw-business/)) |
| New Jersey | Certificate of dissolution ([Form C-159B](https://www.nj.gov/treasury/revenue/dcr/pdforms/c159b.pdf), when all shareholders consent in writing) | $95, plus $25 for the tax clearance application ([NJ Division of Taxation](https://www.nj.gov/treasury/taxation/pdf/current/cbt/5033tc.pdf)) | Tax clearance certificate, unless the corporation has no assets or never started business ([NJ Division of Revenue](https://www.nj.gov/treasury/revenue/business-end.shtml)) | Online or on paper ([NJ Division of Taxation](https://www.nj.gov/treasury/taxation/pdf/current/cbt/5033tc.pdf)) |

Source: [Delaware Division of Corporations: fee schedule (revised August 1, 2026)](https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf)

## How to dissolve a Delaware corporation

Delaware will not dissolve a corporation until it has paid all franchise taxes, including the tax for the whole calendar month in which the dissolution takes effect, and filed all annual franchise tax reports, including a final one for that year ([section 277](https://delcode.delaware.gov/title8/c001/sc010/index.html)). The Division of Corporations asks corporations to contact its Franchise Tax Section before submitting a dissolution ([Division of Corporations](https://corp.delaware.gov/frtax/)). The steps:

- Board resolution by a majority of the whole board, notice to stockholders, then approval by a majority of the outstanding voting stock; or written consent of all voting stockholders.
- Pay the franchise tax and file the final annual report. Annual reports and taxes are due by March 1. The minimum tax is $175 under the authorized shares method and $400 under the assumed par value capital method; a late annual report costs $200, and unpaid tax accrues interest at 1.5% a month ([Division of Corporations](https://corp.delaware.gov/frtax/)).
- File the certificate of dissolution. It gives the corporation's name, the date dissolution was authorized and how, the names and addresses of the directors and officers, and the date the original certificate of incorporation was filed.
- Wind up. The dissolved corporation continues for 3 years, or longer if the Court of Chancery directs, to bring and defend lawsuits, settle its business, sell its property, pay its debts and distribute what remains to stockholders.
- Decide whether to use the claims notice procedure in sections 280 and 281 (see the creditors section below).
- File Form 966 within 30 days of the resolution, and the final Form 1120 or 1120-S.

Source: [Delaware Code, Title 8, sections 271 to 285 (dissolution and winding up)](https://delcode.delaware.gov/title8/c001/sc010/index.html)

## How to dissolve a California corporation

California splits the filing in two. Form ELEC STK records the shareholders' election to wind up and dissolve. Form DISS STK, filed once the corporation is completely wound up, states that known debts have been paid or provided for, that final returns have been or will be filed with the Franchise Tax Board and that known assets have been distributed. Neither form has a filing fee, and ELEC STK is not needed if all the shareholders voted to dissolve and that is noted on DISS STK ([Forms ELEC STK and DISS STK](https://bpd.cdn.sos.ca.gov/corp/pdf/corp_stkdiss.pdf)).

The Franchise Tax Board sets the tax steps: file all delinquent returns and pay all balances, file the final return with the final box checked and "final" written at the top, stop doing business in California, and file the Secretary of State forms within 12 months of that final return. An entity that meets every requirement may avoid the minimum franchise tax for the current and later years ([FTB Publication 1038](https://www.ftb.ca.gov/forms/misc/1038.html)). That matters because every corporation incorporated, registered or doing business in California must pay the $800 minimum franchise tax ([FTB](https://www.ftb.ca.gov/file/business/types/corporations/index.html)).

An inactive corporation with no assets has another route. A domestic corporation registered with the Secretary of State for more than 12 months that has stopped doing business and has no remaining assets can ask the FTB for voluntary administrative dissolution, after which the FTB may abate unpaid qualified taxes, interest, fees and penalties. Applying does not end the corporation, which still files its dissolution paperwork, and the FTB may impose a penalty of 50% of the abated tax if the business continues or has undisclosed assets ([FTB](https://www.ftb.ca.gov/help/business/voluntary-administrative-dissolution-cancelation.html)).

Source: [California Franchise Tax Board: Publication 1038, dissolve, surrender or cancel a business entity](https://www.ftb.ca.gov/forms/misc/1038.html)

## Notify creditors: claims deadlines after dissolution

A dissolved corporation still owes its debts, but some states let it set a deadline for claims. Delaware and Florida are examples. Using the procedure is optional, but claims that miss the deadline are barred, and in Delaware directors who follow it, or the alternative plan of distribution, are not personally liable to the corporation's claimants ([section 281](https://delcode.delaware.gov/title8/c001/sc010/index.html)).

- A Delaware corporation that skips the notice procedure must instead adopt a plan of distribution that pays or provides for known claims, pending lawsuits and claims likely to arise or become known within 10 years after dissolution ([section 281](https://delcode.delaware.gov/title8/c001/sc010/index.html)).
- Florida's notice must go out no later than 270 days before the third anniversary of the dissolution ([section 607.1406](https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0607/Sections/0607.1406.html)).

|  | Delaware (sections 280 and 281) | Florida (section 607.1406) |
| --- | --- | --- |
| Who gets notice | Everyone, through a notice published once a week for 2 consecutive weeks, plus certified or registered mail to each known claimant. Corporations with $10,000,000 or more in total assets also publish in a national daily newspaper. | Each known claimant, in writing |
| Claims deadline | No earlier than 60 days from the date of the notice | At least 120 days after the claimant receives the notice |
| Late claims | Barred for claimants who were given actual notice | Barred |
| Rejecting a claim | Notice within 90 days of receiving the claim; the claimant then has 120 days to sue | Notice within 90 days of receiving the claim; the claimant then has 120 days to sue |
| Paying shareholders | Not before 150 days after the last rejection notice | The notice must say the corporation may pay other claimants and shareholders without further notice |

Source: [Delaware Code, Title 8, sections 271 to 285 (dissolution and winding up)](https://delcode.delaware.gov/title8/c001/sc010/index.html)

## Employees: notice, final pay and payroll filings

The federal WARN Act requires written notice at least 60 calendar days before a covered plant closing or mass layoff. It generally applies to a business with 100 or more full-time workers laying off at least 50 people at a single site ([DOL employer's guide](https://www.dol.gov/sites/dolgov/files/ETA/Layoff/pdfs/_EmployerWARN2003.pdf)). Federal law does not require an immediate final paycheck, but some states do ([U.S. Department of Labor](https://www.dol.gov/general/topic/wages/lastpaycheck)).

For payroll taxes, file the final Form 941 or 944 for the quarter final wages are paid, check the box saying the business has closed, and attach a statement naming who keeps the payroll records and where. Give employees their W-2s by that return's due date and file a final Form 940 ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)). The [closing a business checklist](https://origindatapartners.com/guides/closing-a-business-checklist) covers state WARN laws and retirement plans.

Source: [U.S. Department of Labor: WARN Act employer's guide](https://www.dol.gov/sites/dolgov/files/ETA/Layoff/pdfs/_EmployerWARN2003.pdf)

## Pay debts, then distribute what is left to shareholders

Creditors come first. In Delaware, a dissolved corporation pays the claims it has accepted and provides for the rest; if assets fall short, claims are paid by priority, and ratably among claims of equal priority, and only what remains goes to stockholders ([section 281](https://delcode.delaware.gov/title8/c001/sc010/index.html)). In New Jersey, an officer or director who distributes assets to stockholders before all corporation franchise taxes are paid is personally liable for them ([NJ Division of Taxation](https://www.nj.gov/treasury/taxation/condissolv.shtml)).

Distributions have tax effects at both levels. The corporation recognises gain or loss on assets it distributes in a complete liquidation, valued at fair market value ([Form 966 instructions](https://www.irs.gov/pub/irs-pdf/f966.pdf)). It files Form 1099-DIV for each shareholder who received $10 or more in a calendar year ([IRS Publication 542](https://www.irs.gov/publications/p542)), and the shareholder sees the liquidating distribution in box 9 or 10. A shareholder is not taxed on a liquidating distribution until the stock basis is recovered; after that it is a capital gain ([IRS Publication 550](https://www.irs.gov/pub/irs-pdf/p550.pdf)).

If the corporation cannot pay its debts in full, a formal insolvency route may fit better than a plain dissolution. See [selling company data in an ABC](https://origindatapartners.com/guides/company-data-assignment-for-benefit-of-creditors) for how an assignment for the benefit of creditors works.

Source: [Delaware Code, Title 8, sections 271 to 285 (dissolution and winding up)](https://delcode.delaware.gov/title8/c001/sc010/index.html)

## How to dissolve an S corp, and how it differs from a C corp

An S corporation is a corporation that has elected to pass income, losses, deductions and credits through to its shareholders for federal tax purposes ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/s-corporations)). The board vote, Form 966 and the state filing are the same as for a C corporation. The final federal return and who pays tax on gains are not.

|  | C corporation | S corporation |
| --- | --- | --- |
| Final federal return | Form 1120 for the year the business closes, with capital gains and losses on Schedule D ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)) | Form 1120-S for the year the business closes, with Schedule D, and the "final K-1" box checked on each Schedule K-1 ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)) |
| Form 966 | Within 30 days of the resolution | Within 30 days of the resolution |
| Gain on assets sold or distributed | Recognised by the corporation; shareholders are then taxed on liquidating distributions above their stock basis | Passes through to shareholders, who report it on their personal returns; the corporation pays tax only on certain built-in gains and passive income ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/s-corporations)) |
| California | $800 minimum franchise tax ([FTB](https://www.ftb.ca.gov/file/business/types/corporations/index.html)) | The same $800 minimum: the rule covers every corporation |

Source: [IRS: S corporations](https://www.irs.gov/businesses/small-businesses-self-employed/s-corporations)

## Before you delete company systems, check what the records are worth

A dissolution usually ends with cancelled software subscriptions, and that deletes the email, chat, ticketing and code archives with them. Check these first.

Checking the value takes minutes: [see what your company's records are worth](https://origindatapartners.com/check-fit) from six questions about the business, before any system is cancelled.

- Retention: keep what the law requires (see the next section) and anything tied to a dispute or lawsuit.
- Value: AI labs are buying data from dead startups to train their models, [MIT Technology Review reported](https://www.technologyreview.com/2026/10/13/1145755/ai-labs-buying-data-from-dead-startups-to-train-models/) in October 2026, and [Fast Company reported](https://www.fastcompany.com/91528808/shuttered-startups-are-selling-old-slack-chats-and-emails-to-ai-companies) that shuttered startups are selling old Slack chats and emails to AI companies. One wind-down firm quoted by MIT Technology Review values a closing company's assets by head count, years in operation, volume of data and how the team used its tools, so a corporation with a staff of dozens and several years of systems is worth checking.
- Privacy: these archives hold staff and customer details. Suppliers scrub personally identifiable information and exclude HR records, according to MIT Technology Review. See [how to de-identify company data](https://origindatapartners.com/guides/de-identify-company-data-before-licensing).
- Proceeds: money from licensing records is a corporate asset like any other, so creditors are paid from it before shareholders. See [selling company data after closing](https://origindatapartners.com/guides/sell-company-data-after-closing).

Source: [MIT Technology Review: AI labs buying data from dead startups (Oct 2026)](https://www.technologyreview.com/2026/10/13/1145755/ai-labs-buying-data-from-dead-startups-to-train-models/)

## How long to keep corporate records after dissolution

Dissolving does not end record-keeping. Keep the records behind each tax return until its period of limitations runs out, and check whether insurers or creditors need them longer ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)). A Delaware corporation can still sue and be sued for 3 years after dissolution ([section 278](https://delcode.delaware.gov/title8/c001/sc010/index.html)), so keep anything that would support or answer a claim at least that long.

- Name a custodian. The final Form 941 or 944 must say who keeps the payroll records and at what address.
- For payroll, personnel and Form I-9 periods, see the records table in the [closing a business checklist](https://origindatapartners.com/guides/closing-a-business-checklist#records-retention).

| Record | Keep for at least | Source |
| --- | --- | --- |
| Records supporting income tax returns | 3 years in most cases; 6 years if unreported income is more than 25% of the gross income shown; 7 years for a bad debt or worthless securities claim | [IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records) |
| Employment tax records | 4 years after the tax is due or paid, whichever is later | [IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records) |
| Property records | Until the period of limitations ends for the year you dispose of the property | [IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records) |
| Books and records for Form 966 | As long as their contents may become material in administering any tax law | [Form 966 instructions](https://www.irs.gov/pub/irs-pdf/f966.pdf) |

Source: [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Voluntary vs administrative dissolution, and reinstatement

Voluntary dissolution is the one the corporation files. Administrative or involuntary dissolution is what the state does when a corporation stops filing reports or paying taxes, and it is not a cheap way out. In New York, a corporation dissolved by proclamation must keep filing returns and paying taxes or fees until it is reinstated or completes a voluntary dissolution ([NYS Tax Department](https://www.tax.ny.gov/bus/doingbus/tr125.htm)). In Florida, an administratively dissolved corporation may only carry on activities needed to wind up ([section 607.1420](https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/Sections/0607.1420.html)).

| State | When the state acts | Coming back |
| --- | --- | --- |
| Delaware | The charter becomes void after a year of unpaid franchise tax or a missing annual franchise tax report ([section 510](https://delcode.delaware.gov/title8/c005/index.html)) | Revival: $189, plus taxes to renew ([fee schedule](https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf)) |
| New York | Dissolution by proclamation after 2 or more years without franchise tax returns or payments ([NYS Tax Department](https://www.tax.ny.gov/bus/doingbus/tr125.htm)) | Reinstatement; until then returns and taxes stay due |
| Florida | Administrative dissolution on the fourth Friday in September if the annual report was not filed by the third Friday ([section 607.1420](https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/Sections/0607.1420.html)) | Reinstatement: $600, plus each year's annual report fee ([Division of Corporations](https://dos.fl.gov/sunbiz/forms/fees/)) |
| California | The FTB administratively dissolves corporations it has suspended for 60 or more consecutive months, after a notice with 60 days to object ([FTB](https://www.ftb.ca.gov/help/business/administrative-dissolution-cancellation.html)) | After a timely written objection, 90 days to revive the business |
| Texas | Check the state's page | Reinstatement: file outstanding franchise tax reports, pay tax, penalty and interest, and submit the Comptroller's tax clearance letter (Form 05-377) with the reinstatement forms ([Texas Comptroller](https://comptroller.texas.gov/taxes/franchise/reinstate-terminate.php)) |

Source: [New York State Department of Taxation and Finance: voluntary dissolution of a New York corporation](https://www.tax.ny.gov/bus/doingbus/tr125.htm)

## Next step

Write the resolution, put the 30-day Form 966 deadline on the calendar and ask your state's tax agency what it needs before it will sign off. If the company holds years of tickets, work orders, chat or code, describe them before anything is cancelled; no export is needed to find out whether they are worth licensing.

For leases, contracts and the rest of the shutdown, use the [closing a business checklist](https://origindatapartners.com/guides/closing-a-business-checklist). [How Origin helps companies winding down](https://origindatapartners.com/who-we-help/companies-winding-down) explains where a records sale fits around the dissolution.

Origin Data Partners is independent and is not affiliated with any AI data buyer. We help owners compare buyers and find the best fit for their records. [See what your data is worth](https://origindatapartners.com/check-fit).


## Questions and answers

### How do I dissolve a corporation?

The board adopts a resolution to dissolve and the shareholders approve it. File IRS Form 966 within 30 days, settle state taxes, file a certificate or articles of dissolution with your home state and withdraw from other states, notify creditors, pay debts, distribute what is left to shareholders, file a final Form 1120 or 1120-S and write to the IRS to close the EIN account.

### What is IRS Form 966, and where do I file it?

Form 966, Corporate Dissolution or Liquidation, tells the IRS that a corporation has adopted a resolution or plan to dissolve or liquidate. File it within 30 days after the resolution is adopted, with a certified copy attached, at the IRS service center where the corporation files its income tax return. S corporations file it; exempt organizations and qualified subchapter S subsidiaries do not.

### What is the difference between articles of dissolution and a certificate of dissolution?

They are names for the same kind of state filing. Delaware, California and New York use a certificate of dissolution, Florida uses articles of dissolution and Texas uses a certificate of termination. California also has an earlier certificate of election to wind up and dissolve, which is skipped if every shareholder voted to dissolve.

### How much does it cost to dissolve a corporation?

State filing fees differ: no fee in California, $35 in Florida, $40 in Texas, $60 in New York, $95 plus a $25 tax clearance application in New Jersey, and $224 plus franchise taxes in Delaware. Any taxes owed come on top, because several states require them to be paid before they accept the filing.

### How do I dissolve an S corp?

The same way as any corporation: board resolution, shareholder approval, Form 966 within 30 days and the state dissolution filing. The difference is the final federal return. An S corporation files a final Form 1120-S and checks the final K-1 box on each Schedule K-1, and gains generally pass through to shareholders' personal returns rather than being taxed to the corporation.

### Do I have to pay Delaware franchise tax to dissolve a Delaware corporation?

Yes. Delaware will not dissolve a corporation until all franchise taxes are paid, including the tax for the whole month the dissolution takes effect, and all annual franchise tax reports are filed, including a final one. The certificate of dissolution then costs $224 plus the taxes to dissolve.

### What does administrative dissolution mean, and is it bad?

It is a dissolution the state imposes, usually for missed annual reports or unpaid taxes, rather than one the corporation files. It does not settle the tax bill: in New York a corporation dissolved by proclamation must keep filing returns and paying taxes until it is reinstated or voluntarily dissolved. Coming back costs money, such as $600 plus each missed annual report fee in Florida or $189 plus taxes for a Delaware revival.

### Can a dissolved corporation still be sued?

Yes, for a time. A dissolved Delaware corporation continues for 3 years, or longer if the Court of Chancery directs, to bring and defend lawsuits and wind up its affairs. Following Delaware's or Florida's claims notice procedure bars creditors who miss the deadline, and in Delaware it protects directors from personal liability to claimants.

## Sources

- [IRS: Form 966, Corporate Dissolution or Liquidation, with instructions](https://www.irs.gov/pub/irs-pdf/f966.pdf)
- [IRS: Closing a business](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)
- [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)
- [IRS Publication 542, Corporations](https://www.irs.gov/publications/p542)
- [IRS Publication 550, Investment Income and Expenses](https://www.irs.gov/pub/irs-pdf/p550.pdf)
- [IRS: S corporations](https://www.irs.gov/businesses/small-businesses-self-employed/s-corporations)
- [SBA: Close or sell your business](https://www.sba.gov/business-guide/manage-your-business/close-or-sell-your-business)
- [U.S. Department of Labor: WARN Act employer's guide](https://www.dol.gov/sites/dolgov/files/ETA/Layoff/pdfs/_EmployerWARN2003.pdf)
- [U.S. Department of Labor: Last paycheck](https://www.dol.gov/general/topic/wages/lastpaycheck)
- [Delaware Code, Title 8, sections 271 to 285 (dissolution and winding up)](https://delcode.delaware.gov/title8/c001/sc010/index.html)
- [Delaware Code, Title 8, chapter 5 (franchise tax; section 510)](https://delcode.delaware.gov/title8/c005/index.html)
- [Delaware Division of Corporations: annual report and tax information](https://corp.delaware.gov/frtax/)
- [Delaware Division of Corporations: fee schedule (revised August 1, 2026)](https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf)
- [Delaware Division of Corporations: dissolutions and cancellations](https://corp.delaware.gov/disso09/)
- [California Secretary of State: forms for California corporations](https://www.sos.ca.gov/business-programs/business-entities/forms/corporations-california-domestic)
- [California Secretary of State: Forms ELEC STK and DISS STK](https://bpd.cdn.sos.ca.gov/corp/pdf/corp_stkdiss.pdf)
- [California Franchise Tax Board: Publication 1038, dissolve, surrender or cancel a business entity](https://www.ftb.ca.gov/forms/misc/1038.html)
- [California Franchise Tax Board: corporations](https://www.ftb.ca.gov/file/business/types/corporations/index.html)
- [California Franchise Tax Board: voluntary administrative dissolution/cancelation](https://www.ftb.ca.gov/help/business/voluntary-administrative-dissolution-cancelation.html)
- [California Franchise Tax Board: administrative dissolution/cancellation](https://www.ftb.ca.gov/help/business/administrative-dissolution-cancellation.html)
- [New York Department of State: certificate of dissolution for domestic business corporations](https://dos.ny.gov/certificate-dissolution-domestic-business-corporations)
- [New York State Department of Taxation and Finance: voluntary dissolution of a New York corporation](https://www.tax.ny.gov/bus/doingbus/tr125.htm)
- [Texas Secretary of State: Form 651, certificate of termination](https://www.sos.state.tx.us/corp/forms/651_boc.pdf)
- [Texas Secretary of State: instructions for Form 651](https://www.sos.state.tx.us/corp/instructions/651.shtml)
- [Texas Comptroller: reinstating or terminating a business](https://comptroller.texas.gov/taxes/franchise/reinstate-terminate.php)
- [Florida Division of Corporations: dissolve or withdraw a business](https://dos.fl.gov/sunbiz/manage-business/dissolve-withdraw-business/)
- [Florida Division of Corporations: fees](https://dos.fl.gov/sunbiz/forms/fees/)
- [Florida Statutes section 607.1406: known claims against a dissolved corporation](https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0607/Sections/0607.1406.html)
- [Florida Statutes section 607.1420: administrative dissolution of a corporation](https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/Sections/0607.1420.html)
- [New Jersey Division of Taxation: procedure for dissolution, cancellation or withdrawal (Form A-5033-TC)](https://www.nj.gov/treasury/taxation/pdf/current/cbt/5033tc.pdf)
- [New Jersey Division of Revenue: business endings](https://www.nj.gov/treasury/revenue/business-end.shtml)
- [New Jersey Division of Revenue: Form C-159B, certificate of dissolution](https://www.nj.gov/treasury/revenue/dcr/pdforms/c159b.pdf)
- [New Jersey Division of Taxation: consequences of not dissolving a corporation](https://www.nj.gov/treasury/taxation/condissolv.shtml)
- [MIT Technology Review: AI labs buying data from dead startups (Oct 2026)](https://www.technologyreview.com/2026/10/13/1145755/ai-labs-buying-data-from-dead-startups-to-train-models/)
- [Fast Company: shuttered startups are selling old Slack chats and emails to AI companies (Apr 2026)](https://www.fastcompany.com/91528808/shuttered-startups-are-selling-old-slack-chats-and-emails-to-ai-companies)

## Related reading

- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)
- [How to dissolve an LLC: steps, forms and fees by state](https://origindatapartners.com/guides/how-to-dissolve-an-llc)
- [Closing a software business: what could have value beyond the code?](https://origindatapartners.com/guides/sell-company-data-after-closing)
- [AI data licensing deals tracker: who paid what, 2023 to 2026](https://origindatapartners.com/guides/ai-data-licensing-deals)
- [Selling company data in an assignment for the benefit of creditors (ABC)](https://origindatapartners.com/guides/company-data-assignment-for-benefit-of-creditors)