Shutdown data checklist

Record the decision to close

Have the owners or the board approve the dissolution and keep the signed record. Your operating agreement or bylaws say who must vote.

SBA: Close or sell your business

File dissolution documents in your state of formation

Without them the state treats the company as active, and fees and filings keep falling due.

SBA: Close or sell your business · How to dissolve an LLC or corporation

Delaware: bring franchise tax and annual reports up to date, then file a Certificate of Dissolution

Delaware says franchise taxes keep accruing until a Certificate of Dissolution is filed. Annual reports are due March 1, with a $200 penalty plus 1.5% interest a month if late.

Applies when: Formed in DE. Delaware Division of Corporations: FAQs

Cancel registrations, permits, licenses and trade names

Withdraw foreign registrations in every other state where the company is registered to do business.

SBA: Close or sell your business

List contracts with notice periods

Leases, vendor agreements and customer contracts often need written notice. Check what each one says about termination and about returning or deleting data.

Check the federal WARN Act: 60 days’ notice

Employers with 100 or more full-time employees must give 60 days’ notice of a plant closing or mass layoff. Whether it applies depends on how many people lose their jobs at each site.

Applies when: 100+ employees. US Department of Labor: WARN · The WARN Act explained

California WARN: 60 days’ notice from 75 employees

California’s law covers employers with 75 or more full- or part-time employees in the prior 12 months, and layoffs of 50 or more in 30 days regardless of percentage.

Applies when: Employees in CA, 75+ employees. California EDD: WARN

New York WARN: 90 days’ notice from 50 employees

New York’s law covers employers with 50 or more full-time employees in the state and requires 90 days’ notice; closings affecting 25 or more employees are covered.

Applies when: Employees in NY, 50+ employees. New York State DOL: WARN

Send COBRA notices if you have a group health plan

COBRA generally applies to employers with 20 or more employees. The employer notifies the plan within 30 days, the plan sends election notices within 14 days, and people get at least 60 days to elect.

Applies when: 20+ employees. US DOL: An Employer’s Guide to COBRA · COBRA after layoffs

Pay final wages on your state’s deadline

States set their own deadlines for final paychecks and for paying out accrued vacation. Check with your state labor department before the last day.

Offboard people without deleting their accounts

Remove access first. Deleting a user can delete the mailbox and files with it, so export or transfer ownership before any account is removed.

What to do with company email, Slack and files

File final federal returns

Check the “final return” box, file the final Form 941 or 944 with the closing date and Form 940, and issue W-2s for final wages.

IRS: Closing a business

Corporations: file IRS Form 966

File Form 966 within 30 days after the resolution or plan to dissolve is adopted, and again within 30 days of any amendment.

Applies when: Corporations. IRS Form 966 and instructions (PDF)

Close state tax and payroll accounts

Sales tax, withholding and unemployment insurance accounts stay open until you close them, and returns keep falling due.

Settle debts and close bank accounts last

Keep one account open until final refunds, deposits and payments have cleared.

List every software account, its admin and its renewal date

Cancelling in the wrong order is how records are lost. Note who holds the admin login for each one.

Data retention clock

Export email and drives before cancelling

Google says data can’t be restored after you cancel Google Workspace. Microsoft 365 data moves through expired and disabled stages and is deleted no later than 180 days after cancellation.

Applies when: You use email or shared drives. Google Workspace Admin Help: Cancel Google Workspace · Data retention clock

Export Slack or Teams history, and do not downgrade Slack to free first

On free Slack workspaces, messages and files older than one year are deleted on a rolling basis and can’t be restored. Private channels and DMs need Business+ or Enterprise export tools.

Applies when: You use team chat. Slack Help Center: Export your workspace data · Slack to Teams: message history

Export CRM records with their history

Export accounts, contacts, deals and activity, not just the contact list. Check the vendor’s deletion timeline before you stop paying.

Applies when: You use a CRM. Data retention clock

Export support tickets and project boards

Some helpdesks limit exports by plan or turn off access when the account is cancelled, so export while the plan is active.

Applies when: You use a support or project tool. Data retention clock

Archive code repositories before deleting the organization

GitHub says a deleted organization’s content cannot be restored. Clone or archive repositories first.

Applies when: You use code repositories. GitHub Docs: Deleting an organization account

Export the accounting file

QuickBooks Online keeps read-only access for one year after cancellation. Other tools may archive data at once, so export reports and the full ledger first.

Applies when: You use accounting software. QuickBooks: Cancel your subscription and data

Keep tax records for 3 to 7 years

The IRS period is generally 3 years, 4 years for employment tax records, 6 years if income was underreported by more than 25%, and 7 years for a bad-debt or worthless-securities claim.

IRS: How long should I keep records?

Keep payroll records for at least 3 years

The Fair Labor Standards Act regulations require payroll records for at least 3 years and supplementary records such as time cards for at least 2.

29 CFR 516.5 (Cornell LII)

Keep Forms I-9 for the required period

Keep each form for 3 years after the date of hire or 1 year after employment ended, whichever is later.

USCIS: Retaining Form I-9

Name one person to keep the archive after closing

Store the exports somewhere that does not depend on the company’s cancelled accounts, with the owner’s contact details in the dissolution file.

Keep the promises in your privacy policy

Decide what customer personal data must be kept, returned or deleted, in line with your privacy policy and contracts. Delete what you no longer need.

Before deleting anything, check whether the records could be licensed

Some AI developers license de-identified copies of email, chat, documents and tickets, including from companies that have closed, as long as the accounts still exist.

Check eligibility