USA Services

Articles of Dissolution

Regrettably, not all businesses succeed to the level their owners originally intend, resulting in the business having to cease operations. There are a number of steps involved in dissolving a business. We can directly assist with the dissolution filing with the state.

A Corporation or Limited Liability Company must file a Certificate/Articles of Dissolution when it wishes to terminate its existence. We will prepare your Certificate/Articles of Dissolution for your review and submission to the appropriate state agency in any of the 50 states to assist you in dissolving your corporation or Limited Liability Company. The cost for this service varies by state.

Certificates of Good Standing

A Certificate of Good Standing (also known as Certificate of Existence or Certificate of Authorization) is a certificate issued by a state official as conclusive evidence that a corporation is in existence and is authorized to transact business within that state. The certificate generally sets forth the corporation's name and declares that it is duly incorporated or authorized to transact business, that all fees, taxes, and penalties owed to that state have been paid, that its most recent annual report has been filed, and that it has not yet filed articles of Dissolution.
We can assist you in obtaining a Certificate of Good Standing from any of the 50 states for a small fee. This is a document that proves your corporation or LLC does exist with the state, and has paid all annual fees. The cost for a certificate of good standing varies by state.

Apostille

Is a method of certifying a document for use in another country pursuant to the 1961 Hague Convention. With this certification by apostille, a document is entitled to recognition in the country of intended use, and no additional certification or legalization by the embassy or consulate of the foreign country where the document is to be used is required. An apostillized copy of the articles of incorporation or articles of organization is often required to open a bank account in another country for a US-incorporated business. Note, certain countries require a certified copy of the articles of incorporation/organization with an appropriate seal instead of an apostillized copy.

With certification by apostille or gold seal, your articles of incorporation or organization are entitled to recognition in the country of intended use. Either an apostille or certified copy with gold seal (dependent on the country of intended use) is included. But can also be purchased as a stand-alone product.. Please note, if an apostille or certified copy with gold seal is ordered after the formation of the corporation or LLC is complete, some states impose additional costs to generate this document.

Federal Tax Identification Number

A Federal Tax Identification Number (also known as a "95 Number," "E.I.N. Number," or "Tax I.D. Number") can be obtained by completing and filing IRS Form SS-4. An E.I.N. may be necessary where the applicant:

Started a New Business
Hired (or will hire employees)
Is an LLC or Corporation
Opened a Bank Account
Changed Type of Organization
Purchased an Ongoing Business
Created a Trust or Pension Plan
Is a withholding agent for taxes

After IRS Form SS-4 has been prepared, either YOU or one our representatives may contact the IRS by telephone and obtain the actual E.I.N. by telephone.

Foreign qualification

Where a Corporation or Limited Liability Company (L.L.C.) is formed in one state, yet has an office in another state, that company must qualify as a "Foreign Corporation" (or Foreign L.L.C.) within the state of operation. This is most often the case where a Corporation or L.L.C. is formed in Delaware, for example, yet operates in another state. We will prepare your foreign qualification documents for your review and submission to the appropriate state agency in any state so that your Corporation or L.L.C. may operate as a foreign entity within that state.

Customized Operating Agreements

Our staff attorneys have drafted an operating agreement suitable for use in many situations in the limited liability company structure. The Operating Agreement will be between 12 and 16 pages in length and will contain information about your LLC's activities, Members, Membership Provisions, tax and Financial Provisions, capital Provisions, Membership withdrawal and transfer Provisions, Dissolution Provisions, and other general provisions to strengthen your Operating Agreement.

Corporate Resolutions

Corporate Resolutions record the major decisions taken by the corporation's Shareholders or Board of Directors during a meeting. While not always required, it is a good idea to record your actions in the form of Corporate Resolutions because Resolutions show third parties that the actions were taken by and on behalf of the corporation.

Some Corporate Resolution may be passed only by the Shareholders; others, only by the Board of Directors. Some must be passed by both groups.

Changes to the Articles of Incorporation

Any changes to the corporation's Articles of Incorporation or Bylaws must be approved by BOTH the Shareholders and Directors. Amendments to the Articles of Incorporation must then be filed with the Secretary of State in the state of incorporation for the amendments to become effective. Some states also require corporations to file a notarised affidavit, which verifies the number of outstanding shares at the time of the vote.

Bankruptcy or Dissolution

Shareholders must also vote to dissolve the corporation or to file for bankruptcy or reorganization.

Everyday Corporate Operations

Resolutions adopted by the Board of Directors that generally do not require Shareholder approval involve everyday operations of the corporation, including leasing, purchases, hiring, banking, borrowing, investing, paying of dividends, salaries and bonuses, providing benefits for employees and changing the corporate status, such as obtaining "S-Corporation" status.

As a general rule all records, resolutions and minutes of your corporation should be kept in your Corporate Minute Book for a period of no less than six years. This is a good idea because sometimes a Shareholder will want to inspect the corporate books and records to ensure the corporation is being run in its best interests. It is probably wise to retain these records for a longer period should anyone ever challenge the actions of the Board of Directors