When a corporation goes through dissolution, it terminates its existence as an active, registered business entity. It still has some obligations to the Internal Revenue Service, including the filing of a final tax return, the payment of payroll and unemployment taxes, and the transfer to the IRS of any money withheld from employees for income taxes. If the business has back taxes that it is unable to pay out of assets, it must negotiate repayment with the IRS or with the agencies responsible for collecting state income taxes.
Dissolving a Corporation
State WARN Laws. California Yes Applies to employers with 75 or more full or part-time employees where 50 or more employees are to be laid off due to a plant closing, mass layoff, or relocation of the employer's business. Unlike the federal law, there is no requirement that the number of employees to be laid off constitute a certain percentage. Four state laws authorize towns to regulate where and how people can erect signs. One law provides a general power for towns to establish lines beyond which no one may erect billboards or other specific structures. Zoning laws allow towns to regulate the height, size, and location of signs and billboards.
When a corporation is dissolved, it must pay debts and distribute assets to its shareholders or to outside parties who have a claim on those assets. The IRS requires corporations going out of business to file Form 966, Corporate Dissolution or Liquidation. The business must also file a final annual tax return, and make final employment tax, payroll tax, and income tax payments. The IRS also wants a report on capital gains and losses, the disposition of all business assets, and property exchanges with another entity, plus information on any change in the form of the business.
IRS Enforcement Actions
The IRS does not waive its right to unpaid income or payroll taxes when a corporate dissolution occurs. The agency can enforce these debts with liens and levies on the remaining assets of the corporation, or sue the corporate officers personally in order to collect. The IRS suspends collection efforts if the affairs of a business wind up in court, either through bankruptcy or other litigation, and puts collection on hold for six months after the litigation ends.
Repayment Options
The officers of a dissolved corporation can file IRS Form 6565, Offer in Compromise, in an attempt to settle outstanding tax debts. This option is available only to businesses that are not under bankruptcy protection. The form lists all company debts and the amount the business is offering to pay for back taxes. Officers of a dissolved corporation can also negotiate installment agreements by filing Form 433B, Collection Information Statement. This form requires information on corporate officers and directors, as well as a thorough inventory of assets, liabilities, income and expenses of the business.
State Laws
Each state has specific laws regarding the dissolution of corporations. This includes filing papers with the secretary of state or the agency that handles corporate filings. In addition, many states require certification that a dissolving corporation is current on required taxes, such as income tax, sales tax, and unemployment tax. New Jersey, for example, requires that the corporation going out of business apply for a Tax Clearance Certificate from the Division of Taxation. In Arizona, the comparable document is a Certificate of Clearance for Dissolution or Withdrawal, issued by the Arizona Department of Revenue. If back taxes remain due, then the states may use the same enforcement actions as the IRS, including levies, liens and lawsuits against the officers and directors.
References
About the Author
Founder/president of the innovative reference publisher The Archive LLC, Tom Streissguth has been a self-employed business owner, independent bookseller and freelance author in the school/library market. Holding a bachelor's degree from Yale, Streissguth has published more than 100 works of history, biography, current affairs and geography for young readers.
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Sears Holdings announced another round of store closures in 2017. These 20 stores are in addition to the 245 closures announced earlier this year. The retail giant has closed approximately 900 stores in the last five years. The list includes:
Florida
- 8201 S Tamiami Trail, Sarasota, FL
Illinois
- 1601 N Harlem Ave, Chicago, IL
Kansas
- 9701 Metcalf Ave, Overland Park, KS
Louisiana
- 5715 Johnston Street, Lafayette, LA
California
- 4575 La Jolla Village Drive, San Diego
Maryland
- 126 Shawan Road, Cockeysville, MD
- 17318 Valley Mall Road, Hagerstown, MD
Michigan
- 32123 Gratiot Avenue, Roseville, MI
Minnesota
- 14250 Buck Hill Road, Burnsville, MN
New Jersey
- 1640 Route 22, Watchung, NJ
New York
- 1425 Central Avenue, Albany, NY
- 4000 Jericho Turnpike, East Northport, NY
- 601-635 Harry L. Drive, Johnson City, NY
Ohio
- 7875 Johnnycake Ridge Road, Mentor, OH
- 6950 W 130th Street, Middleburg Heights, OH
- 3408 W Central Avenue, Toledo, OH
Rhode Island
- 650 Bald Hill Road, Warwick, RI
Texas
- 300 Baybrook Mall, Friendswood, TX
- 9570 Southwest Freeway, Houston, TX
Wisconsin
- 5200 South 76th Street, Greendale, WI
For Earlier Closing Announcements from Other Retail Brands like Walmart, Kmart and JCPenney Continue Reading Below.
Of the mega retail giants staging going out of business sales in 2016 (including the Macy's Going Out of Business Sales), Walmart is closing the largest number of retail locations in the continental U.S. In all, Walmart will be closing 154 of its Walmart Express, Walmart Supercenter, Walmart Neighborhood Markets, and Sam's Club locations in states and cities throughout the U.S. (and more in Puerto Rico).
What follows are complete lists of 2016 store closing locations by state and by address for Walmart, Kmart, Sears, and JCPenney, according to the information released by each of those companies as of January 16, 2016.
Walmart U.S. Store Closings and Going out of Business Sale Locations:
Alabama Walmart Supercenter Store Location Closing
7201 Aaron Aronov Drive, Fairfield, AL
Alabama Walmart Express Going Out of Business Sale
14331 Count Rd. 99, Headland, AL
Alabama Walmart Express Going Out of Business Sale
18 Apple Way, Ashford, AL
Alabama Walmart Express Going Out of Business Sale
952 E. Lawrence Harris Hwy, Slocomb, AL
Alabama Walmart Express Going Out of Business Sale
407 West Washington St., Abbeville, AL
Alabama Walmart Express Going Out of Business Sale
6361 Hwy 72 East Gurley, AL
Alabama Walmart Express Going Out of Business Sale
87395 US Hwy 278, Snead, AL
Alabama Walmart Express Going Out of Business Sale
3530 Cathedral Caverns Hwy, Grant, AL
Alabama Walmart Express Going Out of Business Sale
10188 Hwy 431 South, New Hope, AL
JCPenney 2016 Store Closings and Going out of Business Sales
If rumors, analysts, and pundits are correct, JCPenney investors would probably prefer that the list of JCPenney Going Out of Business Sales was longer. But the JCPenney leaders continue to resist massing store closings as a short-term turnaround strategy in favor of keeping a long-term foothold in the brick-and-mortar retailing space. This is a complete list of JCPenney store closings scheduled to happen in the 2016 calendar year.
JCPenney Going Out of Business Sale 2016
Vallco Shopping Mall, Cupertino, CA
JCPenney Going Out of Business Sale 2016
Owings Mills Mall, Owings Mills, MD
JCPenney Going Out of Business Sale 2016
Shopping Town Mall, DeWitt, NY
JCPenney Going Out of Business Sale 2016
Cranberry Mall, Cranberry, PA
JCPenney Going Out of Business Sale 2016
College Square Mall, Morristown, TN
JCPenney Going Out of Business Sale 2016
Price, UT
JCPenney Going Out of Business Sale 2016
White Mountain Mall, Rock Springs, WY
Additioanl Store Closings and Going Out of Business Sales:
Kmart Store Closings and Going out of Business Sales 2016
Sears Holdings is not as forthright as some of the largest U.S. retail chains when it comes to communicating about final store closings for its Kmart and Sears brick-and-mortar retail stores. So even though it was announced in January 2016 that 27 Kmart and Sears stores would be hosting Going Out of Business Sales in the 2016 calendar year, the retail liquidation location addresses and states were not made public. Sears Holdings didn't even want to tell investors, analysts, or consumers the exact number of stores that would be closed for each of their retail brands.
So, what follows is the most updated and complete list of Kmart and Sears store closing locations and going out of business sales for 2016. Final Going Out of Business Sales dates will also be updated all throughout 2016. This Store Closing roundup list was last updated on January 19, 2016.
Sears Store Closings and Going out of Business Sales 2016
Alabama Sears Final Store Closing (Announced April 2016)
700 Quintard Dr.
Oxford, AL
Final Going Out of Business Sale Date: 'end of July.'
Oxford, AL
Final Going Out of Business Sale Date: 'end of July.'
Arkansas Sears Final Store Closing (Announced April 2016)
600 S. University Ave.
Little Rock, AR
Final Going Out of Business Sale Date: 'end of July.'
Little Rock, AR
Final Going Out of Business Sale Date: 'end of July.'
California Sears Final Store Closing Sale
Hillsdale Shopping Center
40 Hillsdale Mall
San Mateo, CA 94403
Final Going Out of Business Sale Date: 'mid-April.'
40 Hillsdale Mall
San Mateo, CA 94403
Final Going Out of Business Sale Date: 'mid-April.'
Florida Sears Final Store Closing (Announced April 2016)
9501 Arlington Expressway
Jacksonville, FL
Final Going Out of Business Sale Date: 'end of July.'
Jacksonville, FL
Final Going Out of Business Sale Date: 'end of July.'
Georgia Sears Final Store Closing Sale
Mount Berry Mall
2770 Martha Berry Hwy
Rome, GA
Final Going Out of Business Sale Date: 'March.'
2770 Martha Berry Hwy
Rome, GA
Final Going Out of Business Sale Date: 'March.'
Louisiana Sears Final Store Closing (Announced April 2016)
5953 W Park Ave.
Houma, LA
Final Going Out of Business Sale Date 'end of July.'
Houma, LA
Final Going Out of Business Sale Date 'end of July.'
Michigan Sears Final Closing (Announced April 2016)
6810 Eastman Ave.
Midland, MI
Final Going Out of Business Sale Date 'end of July.'
Midland, MI
Final Going Out of Business Sale Date 'end of July.'
New York Sears Final Closings (Announced April 2016)
200 Medley Centre Parkway
Irondequoit, NY
Irondequoit, NY
60 Smithfield Blvd.
Plattsburgh, NY
Final Going Out of Business Sales for NY Sears Stores 'End of July.'
Plattsburgh, NY
Final Going Out of Business Sales for NY Sears Stores 'End of July.'
Ohio Sears Final Closings (Announced April 2016)
1377 Marion Waldo Rd.
Marion, OH
Marion, OH
Pennsylvania Sears Final Closings (Announced April 2016)
101 Clearview Circle
Butler, PA
Butler, PA
2500 W State St.
New Castle, PA
Final Going Out of Business Sales for NY Sears Stores 'End of July.'
New Castle, PA
Final Going Out of Business Sales for NY Sears Stores 'End of July.'
Tennessee Sears Final Store Closing Sale
4570 Poplar
Laurelwood, TN
Final Going Out of Business Sale Date: 'mid-April.'
Laurelwood, TN
Final Going Out of Business Sale Date: 'mid-April.'
Vermont Sears Final Store Closing Sale
214 Northside Drive Suite 5
Bennington VT 05201
Final Going Out of Business Sale Date: 'mid-April.'
Bennington VT 05201
Final Going Out of Business Sale Date: 'mid-April.'
Washington Sears Final Store Closing Sale
101 Mashell Ave. North
Eatonville, WA 98328
Final Going Out of Business Sale Date: 'mid-April.'
Eatonville, WA 98328
Final Going Out of Business Sale Date: 'mid-April.'