| Office | Virginia State Corporation Commission (SCC), Clerk's Office |
|---|---|
| Paperwork | Articles of Cancellation for an LLC; Articles of Dissolution for a corporation |
| Timing | After the sale proceeds are paid out, the last bills are settled and winding up is complete |
Watch for this: SCC fees and penalties must be paid before the filing is accepted. Timing the filing near your annual registration date can affect whether that year's fee is owed.
Why the Entity Is Still There
In an asset sale, the buyer takes the equipment, customers and name, but your LLC or corporation still exists.
It holds the sale proceeds, owes its final taxes and may have bills to pay. Until you close it with the SCC, it is still expected to file and pay each year.
Winding Up First
Before you file, the company should finish winding up. That usually means collecting what it is owed, paying its debts, filing final tax returns and distributing what is left to the owners.
The cancellation form for an LLC states that winding up is complete, so the timing matters. Filing too early can leave loose ends.
LLCs File Articles of Cancellation
A Virginia LLC ends its existence by filing Articles of Cancellation with the SCC. It can be filed online through the Clerk's Information System or by mail.
An LLC formed in another state that only registered in Virginia files a cancellation of its registration instead.
Corporations File Articles of Dissolution
A Virginia stock corporation uses Articles of Dissolution. Your attorney can tell you whether your company needs any further filing after that and how shareholder approval should be documented.
Fees and the Annual Registration
The SCC expects any unpaid fees and penalties to be paid before it accepts the filing. Your annual registration fee falls due each year in the month the company was formed. Check whether filing before that date means the current year's fee is not owed.
Keep the Records
Closing the company does not end the need for its papers. Keep tax returns, payroll records, the purchase agreement and closing documents for several years, since the IRS, Virginia Tax or the buyer may ask questions after the entity is gone.
Other Accounts to Close
- Final sales and use tax return with Virginia Tax
- Final unemployment reports with the Virginia Employment Commission
- City business license and business property accounts
- Federal payroll accounts and the final federal return
The related pages are sales tax successor liability, the VEC experience rating transfer and the Virginia Beach business license.
Keep the Company Open a While?
Some sellers keep the entity open after closing because of an escrow, an earnout or a seller note. If money is still coming in under the sale agreement, ask your attorney whether to wait.
Our guide on handling an unsolicited offer talks about deal terms that reach past closing.
This page is general information, not tax or legal advice. Confirm current forms and fees with the SCC, your CPA or your attorney. To plan your sale, request a sale estimate.