How to dissolve a corporation in Virginia

What does it cost to dissolve a corporation in Virginia?

Virginia is inexpensive on the filing side. The State Corporation Commission's charge for a corporation's Articles of Dissolution is modest, commonly around $10confirm the current amount, since corporation fees can differ from LLC fees. There is no tax-clearance certificate to obtain first, so the state side is straightforward.

Fees change; we confirm the current figure with the State Corporation Commission before we file. See the wider picture on the main corporation guide.

How do the board and shareholders approve dissolution?

A Virginia corporation dissolves through its governance structure in two moves under the Stock Corporation Act. First, the board of directors adopts a resolution recommending dissolution. Second, the shareholders approve it, generally a majority of the outstanding shares entitled to vote.

Record both the board resolution and the shareholder approval in writing. Even a single-shareholder corporation completes both. That record supports the dissolution filings and confirms the dissolution was authorized.

How do you dissolve a Virginia corporation, step by step?

1. Board resolution to dissolve. The directors recommend dissolution, recorded in the minutes.
2. Shareholder approval. Shareholders vote to approve, generally by a majority of shares, recorded in writing.
3. File Articles of Dissolution. Submit them to the Virginia State Corporation Commission to begin winding up, and pay the fee.
4. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, filed within 30 days of adopting the resolution or plan.
5. Wind up and file Articles of Termination. Notify creditors, settle or provide for debts, distribute any remainder to shareholders, then file Articles of Termination of Corporate Existence.
6. File final returns and close accounts. File the final Virginia corporate income tax return, the final federal return marked final, and close the IRS business account.

Articles of Dissolution and Articles of Termination

Virginia uses a two-step structure for corporations, both filed with the Virginia State Corporation Commission. The corporation first files Articles of Dissolutionwhich begins the winding-up period, and once winding up is complete it files Articles of Termination of Corporate Existencewhich ends the entity. A corporation that never issued shares or commenced business can use a simpler dissolution route. If you are closing a Virginia LLC rather than a corporation, see how to dissolve an LLC in Virginia.

Does Virginia require tax clearance first?

No. Virginia does not require a tax-clearance certificate before the State Corporation Commission will accept a corporation's dissolution filings. A corporation that operated still files its final Virginia corporate income tax return and closes any Department of Taxation accounts, sales tax, withholding, but none of that gates the dissolution filing itself. Keeping the corporation's annual registration current until dissolution is filed still matters, since lapses can carry penalties.

IRS Form 966 and final returns

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations closing down. A dissolving Virginia corporation files it with the IRS within 30 days after the board and shareholders adopt the resolution or plan to dissolve. Because that clock runs from the approval, not from your State Corporation Commission filing, it is easy to complete the Virginia side and forget the federal one.

A dissolving corporation also files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus its final Virginia corporate income tax return. We cover the whole federal sequence on the final tax return page.

Your EIN and the IRS account

Here is the step almost everyone misses: the EIN. The IRS does not cancel an EIN. The number is permanent and never reassigned. What you do instead is ask the IRS to close the business account behind it, and the IRS will not close it while final returns are outstanding. The Virginia filing gives the IRS no signal at all.

How long does it take in Virginia?

The paperwork is quick to prepare, and State Corporation Commission processing times vary with the queue; the two-step structure means dissolution and termination are separated by the winding-up period. Form 966 and the IRS account closure run on the federal clock, generally several weeks each and independent of the state filing.

Confirm current State Corporation Commission processing times before relying on a date.

Rather have your Virginia corporation closed properly?

We prepare and file the Articles of Dissolution and Termination, guide the final Virginia and federal returns, make sure Form 966 lands inside its 30-day window, and, if your corporation ever had an EIN, close the IRS business account too. If you're not sure which package is yours, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a Virginia corporation, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.