Dissolution is the legal process of formally winding up and ending a corporation or LLC. It includes settling outstanding debts, terminating contracts, distributing any remaining assets to owners per the liquidation waterfall, filing final federal and state tax returns, terminating registrations in qualified states, and filing dissolution paperwork (Certificate of Dissolution in Delaware) with the Secretary of State. It is the cleanup process founders most consistently skip when a startup winds down, creating tax and compliance debt that catches up to them years later.
The major steps in a typical Delaware C-corp dissolution: board approval (board resolution to dissolve), shareholder approval (typically majority shareholder vote...