If an s-corp is dissolved would be the consequences?
Riegelwood, NC
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Posted 10 months ago in Corporate / Incorporation
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I am controlling stock holder and president of an s-corp. I own 78% of the shares and the other stock holder owns 22% of the shares. I understand that if I do not file and pay to the state of NC the franchise and annual business report and associated fees, that within ninety days following the due date that the Secretary Of State will dissolve the corporation.
If the corporation is dissolved would the corporation effectively become a general partnership with myself owning 78% of the assets and the other stock holder owning 22% of the assets? - Is this your question? Add additional information Answers (1)Barry Neil Shrum
This attorney is licensed in New Jersey and 2 other states.
Posted 10 months ago.
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The effect of a dissolution of a corporation by the State is governed by statute. Typically, the requirements of dissolution involve the equitable distribution of assets first to pay off the debts and liabilities of the corporation and then distribute the remaining assets to the shareholders. So, while I would not use the language of partnership, the net effect is the same, yes. Having said all this, you should consider disolving the corporation with the secretary of state. North Carolina has a standard form for the dissolution of the corporation by Board of Directors and Shareholders, which can be obtained at the link below and submitted with a check for $30! Usually, the state then generates a certificate of resolution which is useful for various purposes, including notifying any taxing authorities that the corporation no longer conducts business and therefore no longer has to pay taxes! You may wish to pay a lawyer a few hundred bucks to handle the paperwork for you and make sure all the proper procedures are followed.
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