# Closing checklist

Five groups, in order: decide and document, tell the right people, save the records, settle with creditors and the tax offices, file and close.
Pick your state in the tool at https://vaultfish.com/closing-a-business for the form name, fee and tax clearance. This file is the generic list with nothing marked.

## 1 Decide and document

- [ ] **1.1** Read your operating agreement or bylaws for how to vote on closing. It says who must vote and how many votes it takes.
- [ ] **1.2** Hold the vote and write it down. Minutes or a signed consent are the proof banks and the state may ask for.
- [ ] **1.3** Name the person who runs the wind-down. One name keeps bills, filings and archives from falling through.
- [ ] **1.4** List what the company owns and owes. Everything else on this list depends on that list.
- [ ] **1.5** Check contracts for end dates, notice periods and fees. Ending a contract early can cost money.
- [ ] **1.6** Check who must approve, such as investors, lenders and landlords. Some agreements say you must ask first.
- [ ] **1.7** Talk to your lawyer and CPA about the order of steps. The order can change who gets paid and what you owe.
- [ ] **1.8** Write a one-page wind-down plan with dates. A plan with dates beats a plan in your head.

## 2 Tell the right people

- [ ] **2.1** Tell staff, after you check the notice rules. Some employers owe notice before layoffs. Ask your lawyer.
- [ ] **2.2** Tell customers and plan how open work gets handed off. Customers with open orders need a clear end date.
- [ ] **2.3** Tell vendors, landlords and lenders. Each contract has its own notice rules.
- [ ] **2.4** Tell payroll and benefits providers. Benefit plans have their own ending steps.
- [ ] **2.5** Tell your insurers and ask about coverage after closing. Claims can show up after the doors shut.
- [ ] **2.6** Tell your bank and card processors. Keep the accounts open until the last bill clears.
- [ ] **2.7** Tell partners who share data or resell your work. Their contracts may say what happens to shared records.

## 3 Save the records

- [ ] **3.1** Pull the Slack and email archives. Chat and email go dark first. Slack will not call to remind you.
- [ ] **3.2** List the systems that hold records: your systems. You can only save what you can name.
- [ ] **3.3** Export the rest: your systems. One export per system, saved on storage you control.
- [ ] **3.4** Note when each account ends and what the provider does with your data. Providers differ. Read the cancellation terms before you click cancel.
- [ ] **3.5** Check for legal holds before anything is deleted. A claim, audit or regulator can mean records must stay.
- [ ] **3.6** Check the rules for employee data before you export staff messages. Staff messages hold personal details, so your lawyer should look first.
- [ ] **3.7** Check what your records could be worth before the accounts go dark. A buyer may want them. Check before you cancel.
- [ ] **3.8** Write down where backups live and who holds the keys. A backup nobody can open is only a heavy file.
- [ ] **3.9** Name who owns the archive after closing. Someone has to answer when a request comes in.
- [ ] **3.10** Keep a copy of every export outside the tools you are closing. A copy inside the account you cancel is no copy at all.
- [ ] **3.11** Agree retention periods with your lawyer and CPA. Tax, payroll and contract records each have their own keep-for rules.
- [ ] **3.12** Decide with your lawyer if any records may be offered to a buyer. Some records can be licensed and some cannot. Ask before anyone deletes.

## 4 Settle with creditors and the tax offices

- [ ] **4.1** List creditors and what each is owed. You cannot settle with people you have not listed.
- [ ] **4.2** Pay or set aside what you owe, in the order your lawyer advises. The order matters most when money is short.
- [ ] **4.3** Send notice to known creditors. States have their own ideas about who must be told.
- [ ] **4.4** File final payroll and payroll tax returns. Payroll taxes are a common loose end.
- [ ] **4.5** File final sales tax and other state returns. Open accounts keep sending bills.
- [ ] **4.6** Check if your state wants tax clearance before you file. In some states the filing waits on the tax office. Each state answers this differently. The state pages at vaultfish.com/closing-a-business show the answer.
- [ ] **4.7** Ask each tax office how to close your account with them. Each office closes accounts its own way.
- [ ] **4.8** File the final federal tax return and mark it final. The return needs to say it is the last one.
- [ ] **4.9** Cancel business licenses and permits. Licenses keep renewal fees coming.
- [ ] **4.10** Collect what customers owe you. Money owed to you is easier to collect while you still exist.

## 5 File and close

- [ ] **5.1** Check what your state asks for before you file. Many states want taxes and reports settled first.
- [ ] **5.2** File the dissolution form with your state's filing office. This is the step that ends the company on the state's books. Find the form name and fee for your state on the state pages at vaultfish.com/closing-a-business.
- [ ] **5.3** Publish a newspaper notice if your state asks. A few states want a public notice.
- [ ] **5.4** Check annual or final report rules. A missed report can block the filing.
- [ ] **5.5** Save the state's confirmation. You will want proof the company is closed.
- [ ] **5.6** Close your registrations in other states. Each state where you registered wants its own closing papers.
- [ ] **5.7** Close the bank accounts after the last payment clears. Closing early bounces the last bills.
- [ ] **5.8** Store the archive and the wind-down papers for the agreed period. Questions can arrive long after the doors close.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it.