Articles of Dissolution Template (US)

Start with entity type and state law

A corporation, LLC, nonprofit, limited partnership and professional entity can have different dissolution routes. Even for corporations, the state may distinguish voluntary dissolution before shares are issued, after shares are issued, short-form mergers, administrative dissolution, reinstatement and withdrawal from foreign states.

Delaware Section 275 is a common corporate reference. It addresses board adoption of a dissolution resolution and stockholder approval. That does not make Delaware the answer everywhere, but it shows why a universal template with blank deadlines is not good enough.

Approval is not the same as winding up

Internal approval authorizes dissolution. Winding up is the process of collecting assets, paying or providing for debts, resolving contracts, handling employees, filing final tax returns, closing registrations and distributing remaining property. A short state filing rarely covers all of that.

The template records both pieces: who approved dissolution and what plan will govern claims, notices, assets, contracts, taxes, employees and records.

Creditor notice and claims require care

Jotform's source uses a blank notice deadline and no statutory process. Some states provide formal claim notice procedures; others rely on general winding-up duties. Delaware Sections 280 and 281 are examples of structured approaches for claims and reserves.

A company should not distribute assets simply because the filing has been accepted. Directors, managers or liquidators need a defensible plan for known claims, contingent claims and final expenses.

Tax, payroll and registrations continue after the vote

Dissolution does not automatically close federal, state, payroll, sales-tax, franchise-tax, unemployment, licensing or foreign-qualification accounts. The company may need final returns, tax clearances, EIN account closure steps, payroll records and state withdrawals.

The worksheet therefore includes tax and registration tasks, because those are often the items a short articles-of-dissolution form omits.

Use official forms where required

The state filing may ask for exact statements, effective dates, officer signatures, tax clearance numbers or attachments. If an online form is prescribed, use that route. A generated document should support the process, not impersonate the state filing.

For complex companies, use counsel or a liquidation professional. Dissolution can affect creditor rights, fiduciary duties, employee claims, contracts, intellectual property, escrow accounts and remaining assets.

Worksheet guide

Entity facts

Names the company, entity type, state, filing number and registered agent so the official form can be prepared accurately.

Approval record

Records board, member or stockholder approvals and the governing documents used for voting thresholds.

Effective date

States whether dissolution is effective on filing or a delayed effective date permitted by the state.

Winding-up plan

Lists who controls winding up, bank accounts, contracts, assets, claims and distributions.

Creditor notice

Documents known creditors, claims process, reserves and disputed claims.

Tax closeout

Tracks final returns, payroll, sales tax, franchise tax and account closures.

Records

Sets the record custodian and retention period for minutes, tax, employment, accounting and dissolution papers.

Official filing

Reminds the filer to use the actual state form or online filing rather than filing this worksheet.

US checklist

Confirm the state and entity-specific process before signing or filing.

• Confirm statutory approval

  For Delaware corporations after shares are issued, Section 275 uses board resolution and stockholder approval mechanics. Other states and entity types differ.

  Delaware General Corporation Law Section 275

• Use proper filing execution

  State certificates must be signed, acknowledged and filed as the statute requires; Delaware Section 103 is a filing reference point.

  Delaware General Corporation Law Section 103

• Plan for claims and reserves

  Delaware Sections 280 and 281 illustrate formal approaches for claims, reserves and distributions after dissolution.

  Delaware General Corporation Law Section 280

• Do not distribute too early

  Before distributions, identify known debts, contingent claims, taxes, payroll, secured obligations and disputed liabilities.

• Close tax and payroll accounts

  Dissolution filing does not by itself file federal or state final returns or close payroll, sales-tax, unemployment or licensing accounts.

• Withdraw foreign registrations

  If the company qualified to do business in other states, separate withdrawal or cancellation filings may be needed.

• Keep records after closure

  Name a record custodian for tax, payroll, minutes, contracts, claims and dissolution records.

How to manage dissolution paperwork

1. Identify the entity and state. Confirm entity type, formation state, filing number and whether any foreign registrations exist.
2. Approve dissolution internally. Record board, stockholder, member or partner approvals under the statute and governing documents.
3. Build the winding-up plan. List assets, liabilities, contracts, employees, taxes, claims, bank accounts and distribution rules.
4. Prepare the official filing. Use the state form or online filing and copy only the information that belongs in that official filing.
5. Close out and keep records. File final returns, close registrations, settle claims, distribute remaining assets and preserve records.

Frequently asked questions

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