Business Dissolution Attorney in Palm Desert, California

Closing down a business entity requires more than just hanging up an "out of business" or "closed" sign outside your office or storefront, turning off the lights, and locking your doors. In California, a business dissolution is the formal and legal way to close a business in the state.

If you are trying to dissolve a sole proprietorship, corporation, or LLC and want to know the legal processes required, consulting with a seasoned California business law attorney is crucial for obtaining detailed guidance. At the Law Offices of Jerry J Goldstein, we have the experience and resources to advise and guide clients in business dissolution-related matters. 

Our trusted attorney can work to understand your unique situation and enlighten you about your available legal options for winding up your business. In addition, we will walk you through every legal procedure involved in the California business dissolution process and help you navigate crucial decisions, even if your corporation or LLC is organized in another state (e.g., Delaware, Nevada, etc.). 

The Law Offices of Jerry J Goldstein proudly serves clients across the Coachella Valley, including Palm Desert, California, as well as communities in and around San Bernardino, Imperial, Orange, Los Angeles, Riverside, and San Diego counties, among others. 

Reasons for Dissolving a Business

Business dissolution can be described as the formal and legal closure of a business or corporate entity within the state. Here are some common reasons for dissolving a business: 

• unfavorable economic conditions

• product liability exposure

• failure to comply with legal mandates 

• excessive debts through loans 

• experiencing a fraud 

• low cash flow 

• poor business management 

• potential lawsuits 

• bankruptcy 

• mismanagement of business operations 

• negligent accounting practices 

• failure of succession-planning 

• market saturation or excessive competition 

• disagreements between members or business partners 

Once a business has been legally dissolved, its no longer responsible for future taxes, penalties, fines, fees, and liability with certain exceptions. An experienced attorney can evaluate your business structure and fully explain the legal process to dissolve the business. 

Dissolving an LLC

Here are the steps involved in dissolving a limited liability company (LLC) in California: 

Review the Company's Formational Documents: Look at the company's formational documents, including the operating agreement and articles of organization, to know the rules guiding how to dissolve the company. 

Seek Vote of LLC Members: Seek approval or vote from the members of the LLC to dissolve the company. A majority of LLC members must vote to approve the dissolution. 

File a Certificate of Dissolution: File the Certificate of Dissolution with the Secretary of State (SOS). The dissolution certificate must include the name of your LLC, SOS file number, a return mailing address, and authorized signatures. 

Wind Up: Wind up the company by taking care of some important matters. Winding up an LLC in California involves carrying out the following tasks: 

• collecting accounts receivable and paying all known debts and liabilities 

• collecting and dividing or selling the LLC's assets 

• defending and prosecuting legal actions against the LLC 

• distributing remaining assets including cash to LLC members 

Notify and Pay Creditors: Notify all known creditors with a formal written notice. Pay creditors and claimants on the LLC's record, including LLC members and managers who are creditors. 

File a Certificate of Cancellation: File a certificate of cancellation with the SOS. The cancellation certificate must include your LLC's name, SOS filing number, and a statement that you have filed or you will file the right tax return with the Franchise Tax Board. 

Cancel Licenses & Permits: Also, ensure that you cancel all city, state, county, and regional business licenses and permits and out-of-state registrations. 

An experienced California business dissolution attorney can walk you through the legal procedures from start to finish and help you navigate crucial decisions. 

Dissolving a Corporation 

In California, the dissolution of corporations is governed by the state's General Corporation Law (GCL). Here are the steps involved in dissolving a corporation: 

• The board of directors will submit a proposal to dissolve the company to the shareholders. 

• Call a shareholder's meeting to vote on the business dissolution. The dissolution will be approved if the majority of shareholders vote in favor. 

• File a Certificate of Election to Wind Up and Dissolve with the Secretary of State (SOS). 

• Wind up and settle the corporation's affairs. Some tasks involved in winding-up include paying all known debts and liabilities, canceling permits and licenses, distributing remaining assets, and closing all corporate bank accounts. 

• Send a written notice to all creditors and claimants that the corporation is winding up. 

• File a Certificate of Dissolution with the SOS.  

• Affirm that you have filed or you will file the right tax return for your corporation with the Franchise Tax Board. 

• Cancel all out-of-state registrations. 

A dedicated attorney can guide you through every phase of the corporation dissolution process and help you make crucial decisions. 

Dissolving a Sole Proprietorship

To dissolve a sole proprietorship business in California, follow the steps below: 

• Inform all your workers and customers that your business is winding up. 

• End all business transactions and operations. 

• Issue your employees their final paychecks. 

• Pay all taxes and business debts. 

• Cancel business permits and licenses with state and local authorities. 

• Cancel any professional or occupational licenses. 

• Close tax accounts linked with the sole proprietorship business. 

A knowledgeable business law attorney can fully explain the necessary steps and walk you through the legal processes involved from start to finish. 

Work With an Experienced Business Law Attorney

Dissolving a business in California often involves several complicated procedures. At the Law Offices of Jerry J Goldstein, we are committed to guiding clients through the complexities involved in winding up a business entity. Whether you're trying to dissolve an LLC, corporation, or sole proprietorship business, our attorney can offer you the dedicated advocacy and knowledgeable legal counsel you need to navigate crucial decisions at every phase of the business dissolution.