It’s important to know when it’s time to dissolve an Oklahoma business. You might want to dissolve your business because of debt, retirement, or the desire to start something new. Once you’ve determined it’s time to close the doors on a business venture, you want to make sure you do it correctly.

If you don’t close your business correctly, the process and its aftermath can be more painful than necessary. An improperly dissolved business could subject you to unnecessary taxes, fines, penalties, and personal consequences. The article below can help you take steps to close your business the right way. 

Sometimes the ease of closing depends on how well you started your business. If you’re looking to start a limited liability company (LLC) or a corporation, our Oklahoma LLC Formation and Oklahoma Corporation Formation services can help you do it right. 

Before dissolving your Oklahoma business

Dissolving a business can involve a lot of overwhelming steps. This is why you want to do as much work as possible to prepare your business for dissolution before it happens. If you’ve done the work beforehand, the dissolution process can run smoothly with minimal surprises. A big portion of your preparation is keeping detailed and thorough records of your business dealings from the moment you open your doors until you close them. Having these records can help you close out business matters easily and protect you against liability during the dissolution process. 

Step 1: Establish a valuation of your Oklahoma business

Many associates and others who have a connection with your business want to know where the money is going when you close things down. At the closure of your business, you need to pay off your debts and distribute income and assets. To determine your financial standing before closing, it’s important to establish a valuation of your business. You want to consider everything when you establish your business’s value: inventory, real estate, assets, etc. 

To make this determination, gather all of the business operation documents you have, especially contracts and tax information. The more concrete numbers you have in writing, the more accurate your valuation can be. If you don’t feel comfortable making this determination on your own, you can hire a professional. With the right records, a professional can establish the value of your business quickly and possibly find more value in your business than you anticipated! 

Successful business dealings generally thrive on good record keeping and organization. We can keep your business documents organized with our Worry-Free Compliance Service and dashboard. Our services make your records easy to access, gather, and review whenever you’re making important business decisions. 

Step 2: Compile a full account of your Oklahoma business’s debts

You might want to skip straight to the excitement of dividing business earnings during the winding up process — but you need to handle business debts first. Business debts don’t normally disappear after the business closes, so it’s best to get them squared away quickly. Once you’ve determined you’re ready to close your venture, you need to determine each individual you owe money to and how much you owe them. In some cases, you can be held personally responsible for the unpaid debts of your business. This can happen even if you structured your business to protect you from personal liability. 

Step 3: Identify Oklahoma’s official dissolution document

When you want to initiate an Oklahoma voluntary dissolution of your business, you have to file paperwork with the state. The kind of paperwork you file can depend on whether you want to dissolve an Oklahoma LLC or dissolve an Oklahoma corporation. If you’re dissolving a domestic corporation, you file a Certificate of Dissolution in Oklahoma. If you’re dissolving a domestic LLC, you file Articles of Dissolution in Oklahoma. Once you’re ready, you file your paperwork with the Oklahoma Secretary of State. You can file your paperwork by mail or you can file it online. 

Step 4: Follow instructions in your Oklahoma business’s operating document 

It’s great to take advantage of any opportunity to customize your business operations to fit your unique business needs. A great way to do this at the start of your business is to write an operating document. Operating documents contain rules business owners create about how to run the business and what rights those associated with the business have. If you have an LLC, your operating document is normally an operating agreement. If you have a corporation, your operating document is normally the company’s bylaws. These documents can contain specific rules for dissolving your business. Follow these rules when you’re ready to dissolve if you have them. The rules you create can make dissolution easier. 

If you don’t have business dissolution rules in an operating document, you have to follow the generic Oklahoma laws for instruction on how to dissolve a business in Oklahoma. The generic Oklahoma laws for business dissolution might not give you the best options for closing your business. It’s important to write your own rules at the outset of your company if you can. 

If you’re an LLC owner who’s unsure about how to write your own operating agreement, you can count on us. Our Operating Agreement Template gives you an easy-to-use outline to help you write a document that suits your LLC’s needs. 

Please remember that even if you write your own dissolution rules in an operating document for your corporation or LLC, you still need to file dissolution paperwork with the state. 

Step 5: Cancel your Oklahoma business’s permits, licenses, and registrations

A majority of businesses need some kind of license, permit, or registration to have the authority to operate. Your business might have local, state, and federal authorizations, and you need to cancel them all when you dissolve. You also want to research and be especially careful with any authorizations that automatically renew, because you could continue to pay fees for credentials you don’t need. 

At some point in the process of closing your business, you have to “wind up” your business’s affairs. This generally means distributing assets, paying off debts, and handling legal obligations. From day one, you want to run your business with the winding up process in mind. That way you can keep your documents and affairs organized (and hopefully timely addressed). For any financial or legal obligations your business doesn’t address before dissolution, you might have to handle them for a substantial period after dissolution. In fact, Title 18, Section 1099 of the Oklahoma Statutes requires dissolved corporations to continue for three years after dissolution. This requirement solely exists for corporations to address outstanding legal and financial obligations. 

Your business obligations at dissolution include paying outstanding wages and benefits to your employees. You also need to file any necessary final tax returns with the federal and state government. And if your business had an Employer Identification Number with the IRS, you need to cancel it. 

Step 7: File Articles of Dissolution or a Certificate of Dissolution for your Oklahoma business

It’s crucial to file Articles of Dissolution or a Certificate of Dissolution to properly dissolve your LLC or corporation. You want to make sure the state knows you closed your business so you don’t incur unnecessary state fees and penalties. 

Let us help you throughout the life of your Oklahoma business 

We have the tools that can make every stage of owning your business easier. We can help you effectively set up your business and give you the tools to write good business rules. These actions can help you prepare for closure way ahead of time. When you’re ready to close your business, our Worry-Free Compliance service and dashboard can have your important business documents organized and ready to review. 

Dissolution FAQs

  • In many cases, you have to properly agree with your fellow business owners to dissolve an Oklahoma business. You might need to file Articles of Dissolution or a Certificate of Dissolution with the Secretary of State. During this time, you also need to cancel your business’s accounts, licenses, and registrations. And you need to address all of your business’s legal and financial obligations.

  • You can find filing fees for documents to dissolve an Oklahoma LLC on the Secretary of State’s website.

  • The time it takes to process your dissolution paperwork can depend on the Secretary of State’s workload.

  • Dissolving a nonprofit organization that has already begun operations also requires proper agreement by members or the governing body. The proper parties will then file a Certificate of Dissolution. A nonprofit corporation also needs to publish a Notice of Dissolution in a newspaper. This must be a newspaper of general circulation in the same county as the corporation’s principal place of business.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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