The Certificate of Incorporation issued to a company that has been declared insolvent under Section 248 shall be deemed to have been revoked as of the date specified in the notice provided pursuant to Subsection (5) of that Section, save for the purpose of realizing the amount due to the company and for the payment or discharge of its liabilities or obligations.

Everything You Should Know About What Happens if a Company Is Dissolved

What occurs if a business dissolves? After being dissolved, a corporation no longer has a legal existence as a business entity. 

  1. Company Dissolution 
  2. Dissolution Types
  3. Asset liquidation
  4. Dividends to Shareholders

1.company dissolution

A firm is formally wound up when it is dissolved. The dissolution process entails a number of extra formalities in addition to ending corporate operations. Articles of dissolution or some comparable document must typically be filed with the secretary of state. A company’s existence is ended through dissolution; however, you still need to:

  • Complete the tasks at hand
    Dispose of the assets

  • Take more actions to put an end to it.

  • The company’s financial situation determines the effects of dissolution on its stockholders. The investors may:
  • return on their initial investment
    Obtain nothing
    if the company goes bankrupt, you’ll have to make a payment
  • Holding a board meeting and adopting a resolution to dissolve the firm are the initial steps in the dissolution procedure. You may submit articles of dissolution once the shareholders have approved the board’s actions. The state in which your business was incorporated is where you must file this document. Depending on the laws in your state, you might also need to file some other forms.

CASE (Sheetal Refineries Private Limited v. Reliance InfoComm Limited)

In this situation, a corporation is financially bankrupt, and its assets cannot cover its liabilities. Therefore, the company’s dissolution is the only option left.


To dissolve a company, the first step is to get written consent from every owner of the business.
The secretary of state’s office is then notified that a company has been dissolved.
The payment of all unpaid taxes, whether they come from the federal government or the local government, is a further step.

sending the notification letter to the organization’s regulatory authority.
Making the federal and state employment agencies aware of the company’s door dissolution is a further crucial step.
notifying the company’s creditors, shareholders, employees, and other significant parties about its dissolution.
the Secretary of State’s official certificate of dissolution, which serves as proof, being issued

The official certificate of dissolution issued by the secretary of state is proof that the company has been dissolved.



Dissolution either voluntarily or involuntarily

The following crucial steps are often included in a voluntary dissolution:

filing a document with the state, such as articles of dissolution.
shutting down operations.

selling off the company’s remaining assets.
paying up all owe taxes, claims, and debts.
distributing any extra money to the stockholders.


The court may order the company to be dissolved if one or more of the company’s shareholders files a lawsuit seeking its dissolution. This typically occurs when the shareholders’ relationship interferes with the company’s ability to operate.

If a company doesn’t comply with the state’s filing requirements, it may be dissolved by a state agency in some states, such as Arizona. Administrative dissolution is the common name for such a dissolution. It frequently denotes a corporation ceasing to exist without the shareholders’ knowledge. It could have significant negative effects. For instance, the shareholders can be held personally responsible for debts accumulated as a result of carrying on business after the dissolution.


A firm that has been dissolved must sell its assets. The process of selling or bidding on the company’s non-cash assets is referred to as liquidation. Keep in mind that only the assets owned by your company may be liquidated. As a result, you cannot liquidate the assets utilized as loan collateral. The bank or creditor that provided the loan must get the assets used as security, or you must pay off the loan in full before selling the assets.


The distribution of the business’s residual assets among the owners is the last stage of dissolution (a.k.a. shareholders). The assets could consist of funds held in bank accounts or gained from the sale of non-cash assets owned by the business. Pro rata, or according to their percentages of ownership, is how the company shareholders get paid.

After paying its debts and taxes, a successful business may still have cash and assets. In these circumstances, the remaining money is added up and dispersed among shareholders according to their ownership stake. The shareholders return their shares to the firm, which are subsequently cancelled, in return for receiving their investment returned (in full or in part).

If a business pays its creditors while still owing them money, the creditor may file a lawsuit, and the shareholders may be required to repay the money they received. Shareholders may be held personally accountable for the payment of any overdue taxes.

You must also issue Form 1099-DIV if any shareholder received a distribution of $600 or more. The amount of investment the company repaid is disclosed on this IRS form. If the shareholder receives a distribution that does not exceed their initial investment, there is no tax due.

Any shareholder who receives a payment that is less than their initial investment may write off the difference as a capital loss on their annual tax return. Depending on the time period of investment, the excess amount will be considered as a short-term or long-term capital gain if the distribution amount received exceeds the original investment. Short-term capital gains tax will apply to investments held for a year or less, while long-term capital gains tax will apply to investments held for more than a year.

You can post your legal requirement on Up Counsel’s marketplace if you need assistance figuring out what happens if a firm folds. Only the top 5% of attorneys are permitted access to Up Counsel. Up Counsel’s attorneys have an average of 14 years of legal experience, have worked with or on behalf of businesses like Google, Menlo Ventures, and Airbnb, and they are graduates of prestigious law schools like Harvard Law and Yale Law.

The distinction between a company’s winding up and dissolution:

Although they are two different words, a company’s dissolution and winding up are related.
The dissolution of a company is the final phase of its disclosure, whereas it’s winding up is the second-to-last phase, after which the dissolution of a company occurs.
The process of dissolving a company is overseen by a top administrator known as the liquidator under the Tribunal of Laws. After the company is dissolved, the legal entity’s status ceases to exist, and its assets are distributed among its shareholders and creditors.

While the entire process of winding up a company is solely a judicial function, the dissolution of a company is entirely an administrative one.
A company’s liquidator does not play a significant role in the company’s dissolution, but they do play a significant role in the company’s winding up.




3.Dr. N.V. Paranjape.

Aishwarya Says:

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