How to Legally Close a Corporation in Wisconsin

Closing a corporation is an important process that requires careful planning and adherence to legal guidelines. If you’ve decided to legally close a corporation in Wisconsin, it's essential to follow the proper steps to ensure compliance with local laws and safeguard against future liabilities. Here’s a comprehensive guide on how to close a corporation in Wisconsin.

1. Hold a Board Meeting

The first step in closing your corporation is to hold a board meeting to discuss the decision to dissolve the corporation. It’s crucial to ensure that all board members are on the same page, and proper meeting minutes should be taken. This documentation will be important for legal purposes.

2. Get Shareholder Approval

After the board meeting, you must obtain approval from the shareholders to proceed with the dissolution. Depending on your corporation's bylaws, a specific percentage of shareholder votes may be required for agreement. This step is vital to maintaining legal compliance.

3. File Articles of Dissolution

In Wisconsin, you must file Articles of Dissolution with the Department of Financial Institutions (DFI). You can complete this process online or submit a paper form. Ensure that you provide the necessary information, including the corporation’s name and the date of dissolution. There is a filing fee associated with this process.

4. Notify Creditors and Settle Debts

Once you file the Articles of Dissolution, it’s important to notify your creditors about the corporation’s closure. This notification allows creditors to submit claims against your corporation. You must settle all outstanding debts and obligations, as any pending liabilities can lead to personal exposure for the corporation’s directors.

5. Distribute Remaining Assets

After settling debts, you’ll need to distribute any remaining assets to the shareholders as per the corporation's bylaws. Be sure to document this process thoroughly, as it may be necessary for tax purposes and to ensure fairness among shareholders.

6. Cancel Business Licenses and Permits

Upon closing your corporation, it’s essential to cancel any business licenses, permits, or registrations your corporation holds. This action will prevent unnecessary fees and ensure that local regulatory requirements are met.

7. Maintain Records

Even after closing your corporation, it’s important to maintain records for a certain period. Keeping documentation including minutes of meetings, Articles of Dissolution, and tax filings can be helpful if any inquiries arise in the future.

8. Consult a Legal Professional

While this guide outlines the essential steps for closing a corporation in Wisconsin, it may be beneficial to consult with a legal professional. An attorney specializing in corporate law can provide tailored advice and ensure compliance with all relevant statutes.

Following these steps will help you legally close your corporation in Wisconsin and minimize potential future liabilities. By taking the necessary precautions and gathering the right documentation, you can navigate the dissolution process smoothly and efficiently.