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Dissolution

Close your company properly, and leave nothing open.

A company that is simply abandoned keeps generating fees, filings and penalties. We prepare the dissolution with you so it ends cleanly.

At a glance

Filed withThe state
Also neededFinal tax filings
Then closeBank and payment accounts
PreparedWith you

What is included.

Pre-closing check

Outstanding state reports and fees that must be settled first.

Articles of Dissolution

Prepared with you and filed with the state.

Closing checklist

Final tax filings with your accountant, EIN account closure, bank and payment accounts.

Confirmation

The state’s confirmation added to your records.

The basics

What closing a company properly means

A company does not end when you stop using it. It remains on the register, and its annual filings, fees and tax returns continue to fall due until it is formally closed. The formal process is called dissolution in the United States, voluntary strike-off in the United Kingdom and deregistration in Hong Kong. Each one ends with the registry removing the company from its records.

E-commerce projects end for ordinary reasons. A product line is discontinued, a store is sold, partners separate, or the business moves to a different structure or jurisdiction. In each case the company that served the project has to be wound down in an orderly way: debts settled, final tax filings made, payment and bank accounts closed, and remaining money distributed to the owners.

Closing properly protects you afterwards. An abandoned company keeps accumulating penalties and can leave a record of default attached to the names of its directors and owners. A company that is closed in the right order leaves a clean file, which matters the next time you apply for a bank account or a payment account for a new business.

By jurisdiction

How closure works in each jurisdiction

United StatesUnited KingdomHong Kong
Name of the processDissolution, or cancellation for some LLCsVoluntary strike-offDeregistration
Filed withSecretary of State in the state of formationCompanies HouseInland Revenue Department, then the Companies Registry
Main conditionsOwners approve; state taxes and reports settledCompany has stopped trading; directors applyAll members agree; business ceased; no outstanding liabilities
Tax clearanceFinal federal and state returns; IRS asked to close the accountHMRC informed; final accounts and Company Tax ReturnNotice of No Objection from the Inland Revenue Department
PublicationNot usually requiredNotice published in The Gazette before strike-offNotice published in the Gazette before deregistration
Typical durationDays to weeks at state level; tax closure takes longerA few months, including the notice periodSeveral months

These routes are for solvent companies. A company that cannot pay its debts follows a formal insolvency process handled by licensed professionals.

The risks

What goes wrong when a company is abandoned

Leaving a company to lapse is rarely free.

  1. Fees and penalties keep running

    Annual state taxes, late filing penalties and registered agent charges continue until the company is formally closed. A Delaware LLC, for example, owes its flat $400 tax every year it exists.

  2. Tax filing duties continue

    A foreign-owned single-member US LLC generally owes Form 5472 each year until dissolution, and the penalty for a missed year starts at $25,000.

  3. Assets can be lost

    Money or property still held by a UK or Hong Kong company at the moment it is struck off or deregistered generally passes to the state.

  4. A default record follows the people

    A company struck off for non-compliance stays on the public record, linked to its directors.

  5. Liabilities do not disappear

    Creditors and tax authorities can still pursue debts, and in some cases apply to restore the company for that purpose.

From you

What we need from you

A closure goes smoothly when the company’s affairs are already in order. We review these points with you before anything is filed.

A decision by the ownersAll members or shareholders approve the closure in writing, and we prepare the resolution.
Confirmation that trading has stoppedYou confirm the date on which the company made its last sale and ceased activity.
A list of debts and obligationsSuppliers, refunds owed to customers, subscriptions, loans and any tax balance must be identified and settled.
Up-to-date filingsOverdue annual reports, accounts or returns generally have to be filed before the registry will accept the closure.
Records for the final periodYour accountant needs statements and sales data up to the last day to prepare the final returns.
A plan for remaining fundsYou decide how any remaining cash is distributed to the owners before the company ceases to exist.

The process

How a company is closed

1
Week 1

Review and decision

We check the company’s standing, outstanding filings and open accounts, and set out the route that applies in its jurisdiction.

2
Following weeks

Wind down the business

You stop taking orders, settle suppliers and refunds, and cancel subscriptions and sales tax or VAT registrations where they exist.

3
After trading stops

Final accounts and tax filings

An independent licensed accountant prepares the final accounts and returns. In Hong Kong the Notice of No Objection is requested from the Inland Revenue Department at this stage.

4
Before the registry filing

Distribute funds and close the bank account

Remaining money is paid to the owners from the company’s own account. The bank account is closed afterwards.

5
Once tax matters are settled

File with the registry

We file the certificate or articles of dissolution, the strike-off application or the deregistration application. In the UK and Hong Kong a notice is then published and a waiting period runs.

6
On completion

Confirmation and final housekeeping

The registry confirms that the company is dissolved. We end the address or secretary service and send you the closing documents.

In practice

How Atiko handles a closure

A closure is mostly a matter of sequence. A filing specialist prepares a closing plan for your company that lists each step, who performs it and what must be finished before the next one begins. We prepare the owners’ resolution and the registry application, bring any overdue registry filings up to date and follow the notice period until the company is formally removed.

The financial side is carried out by others. Final accounts and tax returns are prepared by independent licensed accountants, and the Hong Kong audit, where one is due, by a licensed auditor. You close the bank and payment accounts yourself as the account holder and distribute the funds, since Atiko never holds client money. If the company has debts it cannot pay, or a dispute among owners, you need a lawyer or a licensed insolvency practitioner.

Avoid these

Common mistakes to avoid

  1. Closing the bank account first

    Final taxes, government fees and refunds still have to be paid, and distributions have to be made.

  2. Assuming non-payment closes the company

    A state or registry may eventually remove a company that stops filing, but that is a default, with penalties, and it is different from a clean dissolution.

  3. Skipping the final tax return

    Dissolving at the registry does not inform the tax authority. A final return is normally required, and in the US the IRS is asked separately to close the business account.

  4. Leaving money in the company

    Funds still in a UK or Hong Kong company when it is removed from the register can pass to the state.

  5. Forgetting other registrations

    Foreign qualifications in other US states, sales tax permits and VAT registrations each need their own cancellation.

What Atiko does not do

Atiko files the dissolution paperwork and coordinates the timetable. It does not prepare final tax returns, advise on the tax treatment of distributions or act in insolvency, which are matters for independent licensed professionals. Registries and tax authorities decide whether and when the closure is accepted, and a creditor’s objection can stop it.

Questions about closing a company

How long does it take to close a company?

A US state filing is often processed within days or weeks, although closing the tax side takes longer. UK strike-off and Hong Kong deregistration include a published notice period and typically take several months.

Can I close a company that has debts?

The routes described here are for companies that can settle what they owe. A company that cannot pay its debts must follow a formal insolvency or liquidation procedure, and you should speak with a licensed insolvency practitioner or lawyer.

My company never traded. Do I still need to dissolve it?

Yes. A company with no activity still exists on the register and continues to owe annual filings and fees. The process is usually simpler, since there is little to settle.

What happens to my EIN?

An EIN is never reused or cancelled outright. After the final return is filed, the IRS can be asked in writing to close the business account attached to it.

Do I owe tax when the company is closed?

Final returns are required, and tax can arise on final profits or on distributions to owners, in the company’s jurisdiction or in your country of residence. This depends on your situation and is a question for a licensed accountant.

What should I do with my Stripe or Shopify Payments account?

Wait until the last payouts have arrived and the period for refunds and disputes has reasonably passed, then close the account yourself as the account holder. Download your transaction history first.

Is letting the company be struck off the same as closing it?

No. Being removed for failure to file is a default: penalties may remain due, the record stays public, and in the US back taxes can continue to be claimed. A voluntary closure ends the company’s obligations in an orderly way.

Can a closed company be brought back?

In many cases a dissolved, struck-off or deregistered company can be reinstated or restored within limits set by law, on application and after outstanding filings and fees are settled. The registry or a court decides.

Related pages

This page is general information, last reviewed in October 2026. It is not legal or tax advice and may not reflect the latest rules in every state. Atiko is not a law firm or an accounting firm. Please consult a licensed attorney or tax adviser about your own situation.

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