How to Dissolve a Connecticut Corporation in 2022

Are you ready to stop doing business with your Connecticut corporation, but you’re not sure how the official dissolution process works?

The state of Connecticut requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Connecticut corporation, we’ll break down all the relevant details.

If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.

What Does It Mean to Dissolve a Corporation?

In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):

1. Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
2. Fill out and file the Certificate of Dissolution with the Connecticut Secretary of State.
3. Fulfill all tax obligations with the state of Connecticut, as well as with the IRS.
4. Cancel any relevant licenses and permits, along with closing your business bank account.
5. Notify customers, vendors, and creditors of your dissolution.

Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Certificate of Dissolution. With that in mind, let’s dive into the details of this step.

How to Dissolve a Connecticut Corporation by the Board of Directors

Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.

In the state of Connecticut, you’ll need to file the Certificate of Dissolution with the Secretary of State. You can also file online here. This form requires the following information:

• Corporation name
• Date of dissolution authorization
• Method of dissolution authorization (incorporators or shareholders)
• Affirmation of dissolution vote
• Application date
• Title and signature of the applicant

Once you have filled out your Certificate of Dissolution, you will need to write a check for $50 to the “Secretary of the State.” Then, you can mail the form and the check to the following address:

Commercial Recording Division
Connecticut Secretary of the State
P.O. Box 150470 Hartford, CT 06115-0470

You will also need to close your business tax account with the Department of Revenue Services. You will need to send a copy of your dissolution papers to this address:

Registration Maintenance Unit
Department of Revenue Services
P.O. Box 2937
Hartford, CT 06104-2937

You can generally expect the state of Connecticut to process your dissolution filing within 3-5 business days.

How to Dissolve a Connecticut Corporation by the Incorporators

Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.

The process for dissolving a Connecticut corporation is the same for dissolution by incorporators, board of directors, or shareholders. You will still need to fill out the Certificate of Dissolution and file it with the Secretary of State by mail or online.

You will also need to write a check to the “Secretary of the State” for $50 and mail the forms to the following address:

Commercial Recording Division
Connecticut Secretary of the State
P.O. Box 150470 Hartford, CT 06115-0470

Additionally, you will need to close your business tax account with the Department of Revenue Services by sending a copy of your dissolution papers to this address:

Registration Maintenance Unit
Department of Revenue Services
P.O. Box 2937
Hartford, CT 06104-2937

What Else Do I Need to Know About Dissolving a Corporation in Connecticut?

When you voluntarily dissolve your corporation, your business name is immediately available for other businesses to use. So, you should only dissolve if you are 100% that you have no intention of reinstating the same business.

In addition to voluntary dissolutions, it is also possible for the state to enact an administrative dissolution. This can happen if you fail to file your annual report in a timely manner. If you would like to reinstate a dissolved corporation, you may do so by filing the Certificate of Reinstatement. You can request this form from the Secretary of State’s office.

Conclusion

The process to dissolve a Connecticut corporation is rather simple, no matter how the dissolution was authorized.

Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.

We hope this guide helped you answer any questions you might have had about dissolving a Connecticut corporation!