Wind Up and Dissolve

Sometimes the best financial decision a business leader can make is to close one business, freeing up energy, time and resources to invest in another opportunity. For good reason, entrepreneurs embrace Samuel Beckett’s admonition to: “Fail again. Fail better.” We understand a businessperson’s need to move to the next project with a minimum of disruption.

Winding up the financial affairs of a business generally includes paying debts or making arrangements to pay them to the extent of available assets and then distributing remaining assets, if any. Dissolution is a formal legal process that officially ends the existence of a company. We add value to the process of winding up by advising the board or members and managers, preparing appropriate resolutions, and addressing potential issues such as absent directors, incomplete records and missing stock certificates. For an insolvent business, it is important to carefully analyze the impact of certain claims and transactions, which may result in personal liability for officers and directors. Be warned: It is not sufficient to simply file a cancellation with the Secretary of State — it is imperative to avoid cookie-cutter solutions and work with experienced attorneys.

We have extensive experience winding up and dissolving California and Delaware corporations, limited liability companies and other business entities, including handling claims and shareholder matters. For example, we handled the dissolution of a California technology company with several lines of high-technology products: one in healthcare, another in 3D graphics and a third in social media. We have also handled the process of winding up and dissolving construction companies and a Residential Care Facility for the Elderly (RCFE).