1. State Dissolution
2. Payment Priority
3. Financial Distress
4. Personal Liability
5. What Happens to the Debt When You Close an S Corporation?
6. Where should the dissolution paperwork be filed?

Dissolved company outstanding debt is the debt remaining when a company with limited liability properly ceases business operations. Closing down your company with limited liability can be quite an undertaking. You cannot end your company without paying off your creditors. You have the responsibility as a business owner to dissolve your LLC in the right way and to pay off all debts related to the business. The creditors of the company are to be paid first from the assets of the business.

State Dissolution

To dissolve the LLC the right way, you have to follow the code of business in the state where the company was formed. To end an LLC, several events have to happen. A majority vote for the ownership has to happen, paperwork for termination must be filed in the state where the business was located, the business's inventory needs to be liquidated, creditors must be paid off, assets need to be sent to the right people, and special rules from the state must be followed for the company to avoid being sued.

Payment Priority

There is a law in each state that shows how an LLC that is ending can give out its remaining assets.

Once all remaining debts are paid back, all assets that are left have to be given to the owners, based on the percent they owned on the company. If the business owners end up keeping all the remaining assets of the business for themselves and don't pay the creditors off, these owners can be sued by the creditors, but creditors of businesses usually won't collect personal valuables if they were not a part of the original goods supplied.

Financial Distress

You have to be very cautious if you are ending an LLC because the bills of the business cannot be paid. An LLC is set apart from its owners, and the creditors can get their money from the company's assets only. If the LLC cannot pay back debts that are owed, creditors might have to declare that the debt from the company cannot be collected. The LLC might also have very few valuables. In this case, they may have to decide who they can pay and who they cannot pay.

Filing for bankruptcy and letting the court decide who gets paid may be the best option so that the company does not have to decide for themselves who gets a payment and who does not.

Personal Liability

Sometimes a business has remaining debts after creditors have been paid, The remaining amount becomes debt that cannot be collected by the creditors who need to be paid back.

  • Personal belongings are usually protected by the way an LLC is set up, but in some cases, personal belongings can be left unprotected.
  • If you have obtained any debt as a business and there is a personal guarantee attached to it, you can be sued by the creditors of the business if the debt cannot be satisfied by belongings of the business.

Sales taxes, payroll taxes, and other taxes from the company do not just go away. Federal and state agencies for taxes can sue the owners personally to get their money. Business owners who blend both their personal and business accounts on a regular basis can be sued by the creditors of their business under the idea that the company was used as a cover for the personal dealings of the owner.

What Happens to the Debt When You Close an S Corporation?

Owners of S corporations are protected from being responsible for their companies, just like owners of C corporations. Unlike a C corporation, an S corporation can be a pass-through entity — the profits of the corporation are divided among the shareholders by the company's bookkeepers. The shareholders report this money as income that is personal. When an S corporation dissolves, the owners have protection from responsibility of the debt that has yet to be paid back through the business.

Where should the dissolution paperwork be filed?

When an S corporation is closed, the paperwork to close the business should be filed in the same state where the company conducted business.

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