Company liquidation in the USA

There is no American liquidation. A company is dissolved by the register that created it, and the register is a state one: the forms, the fees and the waiting periods change when you cross a state line.

Other work of ours in the country is collected on the USA page. Where the company is being sold rather than closed, the buyer's side of that is legal due diligence.

What has to be true before filing

• A decision in the form the law wants: the board resolves and the stockholders vote for it, or every stockholder entitled to vote consents in writing.
• A certificate of dissolution that names the directors and officers, the date the dissolution was authorised and the date the original certificate of incorporation was filed.
• State taxes settled. In Delaware this is not a formality: the certificate is not filed until they are.
• Assets identified and dealt with, because a dissolved corporation exists to close its business rather than to keep running it.
• A decision on claims: the state's notice procedure, or none of it. That choice is what sets the length of the closing.

Where the closing actually happens

Delaware — the certificate and the clocks

The certificate of dissolution costs $204 to file, plus $9 for every page after the first, and the corporation then continues for 3 years for the purposes of suits and winding up.

Wyoming — a flat fee and a queue

Articles of dissolution by the shareholders cost $60, and the office puts processing at up to 15 business days from the day it receives them.

The federal layer — one form

Form 966 goes to the Internal Revenue Service within 30 days of adopting the resolution or plan, and again within 30 days of any amendment to it.

The Delaware clocks you can choose

• A dissolved corporation may give notice to claimants, and the date it sets for claims cannot be earlier than 60 days from the notice.
• Where that procedure is followed, remaining assets are not distributed to stockholders until 150 days have run from the last notice of rejection.
• The corporation stays a body corporate for 3 years from the dissolution, or for longer if the Court of Chancery directs.
• An action begun inside those 3 years does not abate: the corporation continues for that action until the judgment is fully executed.

What staying on the register costs

Delaware assesses franchise tax if the corporation is active in its records at any time from 1 January to 31 December of the tax year. The minimum is $175 under the authorized shares method, the annual report is $50 for a domestic corporation, and a report and tax that miss 1 March draw a $200 penalty.

Sources: the certificate, the 60-day claims date, the 150-day wait and the 3 years — sections 275, 278, 280 and 281 of the Delaware corporation law; the $204 and taxes first — the certificate of dissolution; $175, $50 and $200 — tax instructions; $60 and 15 business days — the Wyoming form; 30 days — Form 966.