What is a Certificate of Dissolution?

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  • Written By: Malcolm Tatum
  • Edited By: Bronwyn Harris
  • Last Modified Date: 10 October 2019
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A certificate of dissolution is a document that legally closes a business. Many governmental jurisdictions require this type of document to be filed when a business dissolution is complete and the company no longer exists as an incorporated entity. In most cases, specific events must take place before the certificate of dissolution can be issued, including settling the debts of the business and disposing of any assets the company owned.

The actual structure and content of a certificate of dissolution will vary, depending on laws and regulations that are in place in a given nation or local jurisdiction. Often, the certificate must be requested from the locality where the business was officially incorporated. Once issued, copies of the certificate are usually provided to national, state, or provincial tax agencies. In areas where businesses must also pay city taxes, it is not unusual for a local tax agency to also require a copy of the certificate before steps can be taken to close the company’s tax account.


There are several important pieces of information that a certificate of dissolution will provide. The official name of the company, as well as any other names that the business once used for different business purposes, is among the most important. The certificate will also often attest that all the liabilities of the company have been settled in some manner. This is true whether those debts were settled by rendering payment directly to creditors, or by those debts being discharged as part of a bankruptcy action. A certificate of dissolution will also often include affirmation that the property and assets still in the possession of the company at the time the liabilities were settled have been distributed to shareholders and others who held some type of financial interest in the business enterprise.

The main function of a certificate of dissolution is to confirm that the company identified in the document is no longer a legal entity, and that no business is being conducted under that name. Doing so makes it possible for former clients, business partners, and other interested parties to know that the corporate liquidation is complete and the business no longer exists. As the final step in resolving the obligations of a company that is going out of business, the certificate affirms that all actions required by law have been taken, and there is no reason remaining for the business to be recognized as a legal entity.


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