Closing a US company comes down to six jobs, roughly in this order: make the formal decision, file dissolution documents with your state, meet your obligations to employees, file final tax returns, settle debts and cancel registrations, and keep the records you are required to keep. The SBA lists the same steps. The order matters most at the end: cancel your software accounts last, after you have exported what you need.
The steps in order
- Decide and document it. Owners or the board approve the closure according to your operating agreement or bylaws. In a partnership, the co-owners have to agree.
- File dissolution documents with the state where you are formed, and withdraw from states where you are registered to do business. See how to dissolve an LLC or corporation.
- Handle employees. Final pay, benefits, COBRA notices, and WARN Act notice if you have 100 or more full-time employees. See the WARN Act explained.
- File final taxes. Final income tax return with the “final return” box checked, final payroll returns and W-2s, and Form 966 if a corporation adopts a plan to dissolve.
- Settle debts and cancel registrations: permits, licenses, business names, sales tax accounts.
- Keep the records. The IRS says to keep most records three years, employment tax records at least four, and some up to seven.
For the full list with owners and deadlines, use the startup shutdown checklist.
Where company records fit
Most closing companies make one avoidable mistake: they cancel Google Workspace, Microsoft 365 or Slack to save money before deciding what to keep. Google says that after you cancel, users’ data is deleted and can’t be restored. Export first. Then decide whether the archive has more value than storage cost: some AI developers license de-identified copies of company records, and a company can qualify after it has closed, as long as the records still exist.
If the company cannot pay its debts
If liabilities exceed what the company can pay, a simple dissolution may not be enough. Compare Chapter 7, Chapter 11 and an assignment for the benefit of creditors with your lawyer before you file anything.
Guides in this section
Cancelling software when you close: the order that keeps your data
Which business software to cancel first and last when closing, how long Google, Microsoft, Slack, Jira and others keep data, and what to export before.
What to do with company email, Slack and files when you close
How Google Workspace, Microsoft 365 and Slack delete data after you cancel, how to export first, what to keep, and what the archive may be worth.
What to do with customer data when your company closes
Your privacy policy still binds you when you close. What the FTC expects, what California law says about transfers, and your options for customer data.
How to dissolve a Delaware corporation
The approvals Delaware's section 275 requires, why franchise taxes and annual reports must be current first, and the federal filings that follow.
Final tax returns when you close a business
The federal returns and forms a closing business files: final income and payroll returns, W-2s, Form 966 within 30 days for corporations, and what to keep.
How long to keep business records after you close
Federal retention periods for tax, payroll, I-9, personnel and injury records, in one table, and where those records usually live when you shut down.
How to dissolve an LLC or corporation
The steps to formally dissolve a US LLC or corporation: approval, the state filing, winding up, final taxes, and what happens if you skip it.
How to shut down a startup: the full checklist
A step-by-step wind-down checklist for US startups: board approval, investors, employees, final taxes, dissolution, accounts, data and records.