Skip to main content

How do I dissolve a single shareholder S corporation.

Brooklyn, NY |

I registered an S Corporation a year ago and now the tax authorities say I should make returns or they will dissolve my company and estimate my returns. I have made no money whatsoever, and so I want to dissolve the company, but I do not know what to do. There are no other shareholders, just me. How do I dissolve a single shareholder S corporation.

Attorney Answers 3


If the corporation needs to file all its corporate returns. Without doing so, you can not proceed to liquidate the corporation. Importantly, if the S corp had a loss then it should pass to you via a K-1 (Form 1120S). This loss may be able to offset other income on your individual return. Bottom line here is that you need to file the S returns which may allow losses to you personally and it will set the stage for the dissolution procedure with the state.

Hope this helps. If you think this post was helpful, please check the thumbs up (helpful) tab below and/or designate my answer as best answer. Thanks.
Mr. Fromm is licensed to practice law throughout the state of PA with offices in Philadelphia and Montgomery Counties. He is authorized to handle IRS matters throughout the United States. His phone number is 215-735-2336 or his email address is . For further tax advice check out his website at . and his blog at >

LEGAL DISCLAIMER Mr. Fromm is licensed to practice law throughout the state of PA with offices in Philadelphia and Montgomery Counties. He is authorized to handle IRS matters throughout the United States. His phone number is 215-735-2336 or his email address is , his website is and his blog is <> Mr. Fromm is ethically required to state that the response herein is not legal advice and does not create an attorney/ client relationship. Also, there are no recognized legal specialties under Pennsylvania law. Any references to a trust, estate or tax lawyer refer only to the fact that Mr. Fromm limits his practice to these areas of the law. These responses are only in the form of legal education and are intended to only provide general information about the matter within the question. Oftentimes the question does not include significant and important facts and timelines that if known could significantly change the reply or make such reply unsuitable. Mr. Fromm strongly advises the questioner to confer with an attorney in their state in order to ensure proper advice is received. By using this site you understand and agree that there is no attorney client relationship or confidentiality between you and the attorney responding. This site should not be used as a substitute for competent legal advice from a licensed attorney that practices in the subject area in your jurisdiction, who is familiar with your specific facts and all of the circumstances and with whom you have an attorney client relationship. The law changes frequently and varies from jurisdiction to jurisdiction. The information and materials provided are general in nature, and may not apply to a specific factual or legal circumstance described in the question or omitted from the question. Circular 230 Disclaimer - Any information in this comment may not be used to eliminate or reduce penalties by the IRS or any other governmental agency.

Mark as helpful

1 found this helpful

1 lawyer agrees


You should file the tax returns by amending your personal returns and make sure they do not assess you with a tax. You can report that the corporation is being dissolved when you file your taxes each year, HOWEVER, you are not allowed to dissolve a coproration in New York if there is an unpaid tax there is no easy way around this, you must file the taxes, but since it's a single person entity you can probably do this by amendeding your prior returns.

Disclaimer: This answer does not constitute legal advice. I am admitted in the States of New York, New Jersey and Massachusetts only and make no attempt to opine on matters of law that are not relevant to those three States. This advice is based on general principles of law that may or may not relate to your specific situation. Facts and laws change and these possible changes will affect the advice provided here. Consult an attorney in your locale before you act on any of this advice. You should not rely on this advice alone and nothing in these communications creates an attorney client relationship.

Mark as helpful

1 found this helpful

2 lawyers agree


I suspect that we are mixing tax authorities here. The IRS (Federal tax) does not send notices to the effect that they will dissolve the corporation for failure to pay tax. Moreover, a corporation does not cease to exist if it fails to pay income tax. The tax at issue appears to be New York's "franchise" tax or the tax that states impose on you for the privilege of creating and maintaining a corporation. New York can (and will) dissolve your corporation if you fail to file the appropriate corporate franchise tax form. You can learn more about the corporate franchise tax at the following weblink:

As for dissolution, the first step is to ensure the corporation has paid all its bills. There are basic instructions available on the NYS Department of State website at:

I hope you find these answers helpful. You should understand that dissolution can be a complex process and it may be that your best alternative is to allow the tax dissolution to occur. I cannot offer any opinion on that point without having more facts about your matter.

Disclaimer: We are providing this general reaction to your question for discussion and informational purposes only. Our answer could change depending on the specific facts of your situation. This answer is not intended to be legal advice and providing this answer or your reading it does not create a lawyer-client relationship: we create such relationships only when there is signed a retainer agreement with this Firm. AVVO, other readers and I are all interested in your feedback on the quality of the answers. Please check the “thumbs up” symbol if you find an answer helpful or the “thumbs down” symbol if not.

Mark as helpful

3 lawyers agree

Bankruptcy and debt topics

Recommended articles about Bankruptcy and debt

What others are asking

Can't find what you're looking for?

Post a free question on our public forum.

Ask a Question

- or -

Search for lawyers by reviews and ratings.

Find a Lawyer

Browse all legal topics