Dissolving a Corporation: Necessary Legal Steps

There are two primary Acts that dictate the necessary legal steps for dissolving a corporation: the Model Business Corporation Act (MBCA) and the Revised Model Act. Each consists of the same basic legal requirements, but the steps take place in a different order. The Model Business Corporation Act requires a corporation to file a statement of intent to dissolve before starting the winding-up process. After that process, only then can the corporation file the articles of dissolution. The Revised Model Act, used by many states, permits a corporation to file articles of dissolution prior to beginning the winding-up process. Before voting to dissolve a corporation, contact a legal representative who can advise you as to which Act is followed in your individual state.

For states that operate under the Revised Model Act, which allows dissolution articles to be filed prior to winding-up, a dissolved corporation continues its corporate existence but can no longer conduct any business except what is necessary to finish up its affairs. Once the winding-up process is completed, the corporation's existence is considered dissolved.