The process of Legally Closing a Corporation in Virginia is called Dissolution.  After a Virginia Corporation has been Dissolved, it ceases to be Legally Active in the Virginia State Corporation Commission's records and may no longer Legally conduct business in the state of Virginia.

A Virginia Corporation is created when the VA State Corporation Commission approves the Formation Documents - Articles of Incorporation.  A record of the Virginia Corporation is added to the list of Corporations which have officially registered with the Virginia State Corporation Commission.  Once a Corporation is registered with the Virginia State Corporation Commission, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Virginia Corporation with the Virginia State Corporation Commission and want to cease business activities you have to let the VA State Corporation Commission know that you intend to close your company.  Only after the VA State Corporation Commission has made sure that all of the obligations of the Virginia Corporation have been fulfilled will the State Corporation Commission approve of the closure of the company.

When the Virginia State Corporation Commission approves the closing of a VA Corporation, that Virginia Corporation is said to be Dissolved.  The process of Dissolving a Virginia Corporation is called Virginia Corporation Dissolution.

If the Virginia Corporation has issued shares and commenced business both Articles of Dissolution and Articles of Termination of Corporate Existence must be filed with the Virgina State Corporation Commission. The VA Corporation Commission will issue and record a Certificate of Dissolution and a Certificate of Termination of Corporate Existence for the Virginia Corporation. The Virginia Corporation will maintain its legal existence, will remain active on the VA Corporation Commission's records, will remain liable for paying annual registration fees and will be responsible for filing Annual Reports with the Virginia Corporation Commission until a Certificate of Termination of Corporate Existence for the Virginia Corporation has been issued by the Virginia State Corporation Commission.

As soon as a Virginia Corporation is registered with the VA State Corporation Commission, that Corporation is responsible for recurring obligations of the Virginia State Corporation Commission and the Virginia Department of Revenue.  If a Virginia Corporation does not file its required reports or pay its tax obligations, then that VA Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Virginia Corporation with the Virginia State Corporation Commission that VA Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

Virginia Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the Virginia State Corporation Commission; and things that you have to do after the VA State Corporation Commission has approved Dissolution of the Virginia Corporation. 

When a Virginia Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the Virginia Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Virginia Corporation has.  If the Virginia Corporation has not commenced business then the VA Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the Virginia Corporation
   
   If a Board of Directors has been appointed for the Virginia Corporation, then the Board is required to adopt a resolution to Dissolve the VA Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Virginia Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Virginia State Corporation Commission.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the Virginia Corporation
   
   If a Virginia Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the Virginia Corporation Dissolution process is easier.
   
   
   If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Virginia State Corporation Commission.
   
   
3. File a Articles of Dissolution with the VA State Corporation Commission
   
   The Articles of Dissolution must be filed with the Virginia State Corporation Commission before initiating the final stages of the Virginia Corporation Dissolution process.
   
   
   We can prepare your Articles of Dissolution and file it with the VA State Corporation Commission.
   
   
4. File all required Annual Reports with the Virginia State Corporation Commission
   
   The Virginia State Corporation Commission will not approve the Dissolution of a VA Corporation until all required administrative reports have been filed.
   
   We can file any requiredAnnual Reports with the VA State Corporation Commission.
   
   
5. Clear up any business debts
   
   All creditors of a Virginia Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the Virginia State Corporation Commission does not legally require the publication of a Notice of Dissolution of a Virginia Corporation, publication is a good way to notify anyone who might have a claim against the Virginia Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the VA Corporation after the Virginia Corporation has been dissolved.
   
   
6. Pay all taxes and administrative fees owed by the Virginia Corporation
   
   The Virginia State Corporation Commission will definitely not approve the Dissolution of a Virginia Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Virginia Corporation
2. Close all business bank accounts of the Virginia Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the VA Corporation's Federal Tax ID (EIN)
6. Keep Records of all Pertinent Business Documents

1. Distribute all remaining assets of the Virginia Corporation
   
   If the Virginia Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the VA Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the Virginia Corporation
   
   If there are any business accounts that have been opened for the Virginia Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Virginia Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the VA Corporation
   
   If the Virginia Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Virginia Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved Virginia Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Virginia Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the VA Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Virginia Corporation.  Once the IRS links an EIN to a Virginia Corporation, that EIN stays with the Virginia Corporation even after the Company has been Dissolved by the Virginia State Corporation Commission.
   
   When the IRS processes the final tax return for the Virginia Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Virginia Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a Virginia Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Virginia Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Virginia Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Virginia Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Virginia Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Virginia Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Virginia Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the Virginia State Corporation Commission usually takes around 7-10 business days to process the Articles of Termination of Corporate Existence.

Processing times for Virginia Corporation Dissolution filings vary depending on the work load of the State Corporation Commission's staff.  We've found that normal processing of Virginia Dissolution filings takes the state around 7-10 business days.

We are dependent on, and have no control over, the staff and systems of the Virginia State Corporation Commission . In our experience 7-10 business days is the time it usually takes the Virginia State Corporation Commission to process a Virginia Dissolution filing. We get your Virginia Corporation Dissolution filing to the VA State Corporation Commission as soon as possible after we receive your order. Once it is at the state we have no control over the Virginia Dissolution approval process.

The total cost to Dissolve a Virginia Corporation varies depending on exactly what is required for each specific VA Dissolution. We charge $249 plus any state fees for our Virginia Corporation Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Board of Directors meeting which proposes Dissolution
• Transcribe minutes of Shareholders meeting at which Dissolution was approved
• Prepare and file Articles of Termination of Corporate Existence with the Virginia State Corporation Commission
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from VA State Corporation Commission
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Virginia Corporation Dissolution services separately as explained below.

If there are Foreign Corporations in states other than Virginia that are tied to the Domestic Virginia Corporation then each of those Foreign Corporations must be Dissolved before the Virginia Corporation can be legally Dissolved.

A Virginia Corporation may revoke its Articles of Dissolution by filing Articles of Revocation of Dissolution with the Virginia State Corporation Commission.

A Virginia Corporation company name becomes available for anyone to use when the Virginia Corporation is Dissolved by the Virginia State Corporation Commission. There are no Corporation company name protections in Virginia once a Virginia Corporation has been Dissolved by the Virginia State Corporation Commission.

There are no state of Virginia requirements for the publication of a Notice of Dissolution of a Virginia Corporation.

While the Virginia State Corporation Commission does not legally require the publication of a Notice of Dissolution of a Virginia Corporation, publication is a good way to notify anyone who might have a claim against the Virginia Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the VA Corporation after the Virginia Corporation has been dissolved.