Are you wondering what happens when you close an S Corporation? Closing a business is a complex process that can be time consuming and difficult. In this article, we’ll look at the key steps involved in closing an S Corporation, including obtaining shareholder approval, liquidating assets, and filing the appropriate paperwork.

What Happens When You Close an S Corporation?

Closing an S Corporation is a multi-step process. You must obtain a shareholder vote to dissolve the business, stop conducting business, and notify creditors. You must also liquidate assets, file a certificate of termination, and file final government paperwork. In addition, you must file Form 1120-S, U.S. Income Tax Return for an S Corporation for the year you close the business, report capital gains and losses on Schedule D, and file Form 966, Corporate Dissolution or Liquidation if they adopt a resolution or plan to dissolve the corporation or liquidate any of its stock. The process to dissolve an S corporation, however, is slower and more complex; you may be required to seek co-owner or shareholder approval of the closing.

When you close an S-corporation, this serves as notification to the IRS that the business is no longer active. To shut down your S corporation legally, you file articles of dissolution with the secretary of state in the state where you formed the entity you used for your business. Additionally, you must:

  • File a final federal tax return.
  • File a final state tax return.
  • Pay any applicable taxes.
  • Notify creditors and other interested parties.
  • Distribute remaining assets to shareholders.
  • Cancel business licenses, permits, and other registrations.

It is important to properly close an S Corporation to avoid potential legal and financial penalties. It is also important to understand the potential tax implications of closing an S Corporation. A professional business broker can help you navigate the process and provide advice on the best way to close an S Corporation for your particular situation.

Are you looking for more answers to your questions about selling a business or about business brokers? is a great resource for all your questions. They can provide you with the advice, tools, and resources you need to make the best decisions for your business.

What are the financial implications of terminating an S corporation’s status?

When an S Corp is dissolved, each shareholder must receive their own copy of Schedule K-1 (Form 1065). Since S Corporations are not taxed at the corporate level, the shareholders will need to pay taxes on their own share of the profits.

What is the process for ending the existence of an S corp?

If you decide to dissolve the corporation or liquidate any of its stock, you must submit Form 966, Corporate Dissolution or Liquidation, as well as the corporation’s final income tax return on or before Feb 2, 2023.

How simple is it to shut down an S corporation?

The S-Corp must typically receive a majority vote among the shareholders in order to dissolve the business. Depending on the state, this majority could be simple or require a supermajority or two-thirds majority.

Should I get rid of my EIN if I shut down my business?

Once you have completed your tax payments, submit a request to the IRS to terminate the EIN account associated with your business. This action will only end the company’s tax obligations; the EIN will remain linked to your business and cannot be used for another entity.

Does S corporation status end automatically?

The S corporation status will be ended automatically if anything happens that would have prevented the business from choosing the S corporation status in the first place. The election is terminated from the date that the event that disqualifies the corporation occurred.

What are the consequences of ending S corp status?

When an entity no longer meets the requirements for S corporation status, it will be taxed as a C corporation. Generally, the S corporation’s tax year ends the day before the failure to meet the requirements and the C corporation’s tax year starts on the day of the failure.