ContractsCounsel Logo

Lawyer for Business Dissolution

Updated: March 28, 2023
Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 9,835 reviews
No Upfront Payment Required, Pay Only If You Hire.
Home Blog Lawyer for Business Dissolution

Jump to Section

A lawyer for business dissolution assists company owners in dissolving corporations, efficiently keeping a close watch on preventing regulators or other interested people from returning to the owners after dissolution for any persisting issues. In addition, a lawyer for business dissolution can also help company owners with the following:

  • Cancelling State and National Registrations

    If you have incorporated your business as a company or an LLC (Limited Liability Company), you would have registered your organization with the state. In addition, you also maintain an enduring obligation to document annual reports with the state. However, you might have to pay penalties if you fail to furnish these records.

    That is why it is necessary to follow the required measures to inform the state that the business is dissolving. Moreover, many companies provide such notices by filling out a legal form known as a Certificate of Termination. It notifies the government that your business is dissolved and is no longer accountable for filing annual reports and taxes.

    Also, the IRS (Internal Revenue Service) has policies for notifying it of your business dissolution, including filing a Report of Corporate Dissolution. Since this process can be complicated, it is better to seek help from an attorney who can help you perform all these processes seamlessly.

  • Compensating Owners and Settling Debts

    Under your functional or shareholder contract, you will have responsibilities to pay company owners after settling all incurred debts. Also, to the extent it is feasible, the company should pay all valid debts and avoid further accountability among the business proprietors. However, if any returns are available after debt settlement, the management should divide the profits according to the working contract or shareholder deal.

Furthermore, dissolution is usually a hectic period for a company and can lead to errors in the allocation of settlement among the owners. Therefore, it is important to get it right to prevent any compensation-related accountability after dissolution. A lawyer for business dissolution can get you on the right course to ensure allocations happen according to the contracts.

What Exactly is Business Dissolution?

The word business dissolution refers to the closing of an organization. In addition, business dissolution is a proper closure of a corporation with the state in which the company or partnership firm is registered. It is essential to remember that there are numerous measures before a business can be lawfully dissolved. Business dissolution ensures that you no longer run the company and subsequently claim that your corporation is closed.

Furthermore, if a small business has created a company or a limited liability partnership, it must register articles of business dissolution with its state to thoroughly terminate its operations. Articles of dissolution inform the regional Secretary of State that a company is formally shut. In addition, business dissolution happens for numerous reasons, some of which comprise the following:

  • Bankruptcy
  • Financial losses
  • No time or intention to keep the business running
  • Retirement
  • Change of occupation

Besides, the state may compel the business to dissolve if it does not pay the required taxes, which is known as administrative dissolution. Administrative dissolution can also happen when you do not file an annual report on time or register it.

Understanding the Legal Issues Arising During Business Dissolution

Generally, the most typical legal problem during business dissolution is settling company debts and obligations. For instance, if the business is being dissolved due to the company’s inability to generate revenue, that implies that the company’s obligations and debt overshadow company assets. Therefore, the business must pay the debt and fulfill other obligations before dissolution.

In addition, another prevalent legal problem during business dissolution is not fulfilling any remaining service or sales contracts. For instance, a company may have contracts to buy specific goods or services from another company that needs to be completed or withdrawn. Eventually, another statutory issue that may occur during the business dissolution is handling the split of business assets.

In many circumstances, a business may dissolve after years of being profitable. If that is the situation, the company owner(s) will have to decide whether to trade the company immediately or dissolve the company and split the company assets amongst the owner(s). Typically, the shareholder agreements and business formation summarize how a company’s assets are split upon dissolution. It is essential to note that dissolving the business and distributing assets will eventually depend on the kind of business initially created.

For instance, a sole proprietorship may dissolve when the owner shuts the shop. The assets would move towards settling liabilities and debts, with the excess assets returning to the proprietor. Likewise, in a partnership, the firm may dissolve when the partners decide the firm would dissolve or one of the partners departs. Again, the partnership contract will summarize how assets are split upon the dissolution. On the other hand, companies generally may only dissolve upon a bulk vote of the shareholders approving the dissolution of the company. The company formation papers, along with the shareholder contract, will decide how assets are split upon the dissolution of a company.

Meet some lawyers on our platform

Brian W.

4 projects on CC
View Profile

James H.

10 projects on CC
View Profile

Chris D.

9 projects on CC
View Profile

Sara S.

105 projects on CC
View Profile

Key Terms

  • Articles of Dissolution: Records registered with officers in the state(s) in which a business operates to declare the purpose of the business to dissolve.
  • Certificate of Authority: A paper administered by state officers presenting a foreign entity the freedom to work within that state.
  • Notice of Intention to Dissolve: Notification sent to officials informing them of your business’s intent to dissolve.
  • Settlement: A contract between the people concerned in a suit that stops lawful action in exchange for the contracting parties obtaining financial or other benefits, usually embarked in negotiation to avoid mortification or expenditure at trial.
  • Certificate of Trade Name, Fictitious Name, or Assumed Name: Permission from state authorities approving the enrollment of a name under which the business will run and that distinguishes it from the legal title of the owner(s) of the business.


In a nutshell, if you plan to dissolve your business, you should immediately consult our professional and knowledgeable lawyer for business dissolution at ContractsCounsel. A skilled and local business lawyer can assist you in deciding what business dissolution measures you need to exercise and help you file all required forms. In addition, a lawyer can also represent you in the tribunal if any legal problems arise.

Need help with a Dissolution Agreement?

Create a free project posting

Meet some of our Lawyers

Agnes M. on ContractsCounsel
View Agnes
5.0 (8)
Member Since:
July 13, 2020

Agnes M.

Managing Attorney
Free Consultation
14 Yrs Experience
Licensed in FL, NJ, PA
Florida Coastal School of Law

Agnes Mombrun Geter is the Founder and Managing Attorney of Mombrun Law, PLLC. She is an experienced attorney and is a member of the Florida Bar, New Jersey Bar, and the Pennsylvania Bar. The firm's practice focuses on Estate Planning, Business Law, and Debt Settlement including IRS Debt Relief. The firm's goal is to simplify the law and provide clients with the confidence and information necessary to make their decisions. The firm also provides project-based legal services to other attorneys and law firms, along with assisting as personal counsel and local counsel on legal matters.

Donya G. on ContractsCounsel
View Donya
4.9 (59)
Member Since:
July 11, 2020

Donya G.

Contract, E-Commerce Attorney & Dispute Resolution Specialists
Free Consultation
United States
24 Yrs Experience
Licensed in CT, NY
Pace University School of Law

I am a licensed and active NY and CT Contracts Attorney, with over 20 years of diverse legal and business experience. I specialize in reviewing, drafting and negotiating commercial agreements. My practice focuses on working with small business clients as well as clients from international brokerage firms on acquisitions, especially in the Ecommerce space; drafting, negotiating, reviewing and advising on business agreements; ; breach of contract issues, contract disputes and arbitration. I am licensed to practice in New York and Connecticut, and am a FINRA and NCDS Arbitrator. My experience includes serving as General Counsel to small businesses. This entails reviewing, updating and drafting contracts such as employments agreements, asset purchase agreements, master services agreements, operating agreements and a variety of business and commercial contracts. Additionally, I assist clients with business strategies, contract disputes and arbitration. My diverse experience allows me to give my clients a well-rounded approach to the issues they face. I have been at top AML law firms; a Vice President at an Investment Bank, a Civil Court Arbitrator presiding over cases in contract law, commercial law, a Hearing Officer, presiding over cases and rendering written decisions, and a Judicial Clerk to a Civil Court Judge. It would be a privilege to assist you and your business with my services.

Samuel R. on ContractsCounsel
View Samuel
5.0 (40)
Member Since:
October 2, 2021

Samuel R.

Free Consultation
Phoenix - Arizona
5 Yrs Experience
Licensed in AZ, PA, UT
Widener University Delaware Law School

My career interests are to practice Transactional Corporate Law, including Business Start Up, and Mergers and Acquisitions, as well as Real Estate Law, Estate Planning Law, Tax, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Mergers & Acquisitions, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the 2024 Super Lawyers Southwest Rising Stars list. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, mergers and acquisitions and also trademark registration and licensing.

Evan F. on ContractsCounsel
View Evan
Member Since:
December 3, 2022

Evan F.

Attorney & Founding Member
Free Consultation
Livonia, MI
4 Yrs Experience
Licensed in MI
Wayne State University Law School

I am the Founding Member of Evan Ficaj Law Firm PLLC, and I am passionate about helping businesses launch, grow, and succeed. My law firm assists clients with business, contract, entertainment, IP, and estate planning matters.

Michael C. on ContractsCounsel
View Michael
Member Since:
December 5, 2022

Michael C.

Owner / Managing Attorney
Free Consultation
Staten Island, New York
12 Yrs Experience
Licensed in NJ, NY
Widener University Commonwealth Law School

We are business and immigration attorneys, committed to delivering compassion-driven and innovative legal solutions that better our clients' lives. Founded in 2019, Carbone Law provides legal services tailored to the unique needs of our clients. We pride ourselves in building a personable attorney-client relationship and are dedicated to establishing a complete understanding of our client’s legal issues, so that we can develop an effective plan for achieving their desired results. Michael T. Carbone, Esq. started Carbone Law with the goal of delivering exceptional legal services to his community. At Carbone Law, Michael counsels individuals and small businesses on a variety of legal issues. Whether aiding families in building successful applications for immigration benefits or advising freelancers and business owners on contract, governance and related issues and the complexities of complying with federal, state and local laws, Michael is committed to building a lasting relationship with his clients.

David C. on ContractsCounsel
View David
Member Since:
December 6, 2022

David C.

Free Consultation
Cold Spring Harbor, NY
36 Yrs Experience
Licensed in NY
St. John's University School of Law

New York Business litigation attorney with corporate, securities and contracts experience.

Find the best lawyer for your project

Browse Lawyers Now

Need help with a Dissolution Agreement?

Create a free project posting
See All Corporate Lawyers
Learn About Contracts
See More Contracts
other helpful articles

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need help with a Dissolution Agreement?

Create a free project posting

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city