Business Closure Checklist Template

Owned by the closure lead, with the owners. Enter the closing date, the last day the business trades, on the first task: every due date counts before or after it in working days. Say where the company is registered and how it will close, and whether it employs anyone, and the tasks for that route and for staff appear. If the business may not be able to pay all its debts, or a members’ voluntary liquidation suits better, that answer adds a task to stop this run and hand over, and hides the strike-off, dissolution, tax filing and distribution tasks. The second task lists what the business owns and owes to confirm the route.

• Set up the closure: the business, the closing date and the people — the company being closed, where it is registered and how it will close, the closing date (the last day it trades), whether it employs anyone, and the people; later tasks are assigned from these fields and every due date counts from the closing date
• Check the business can pay all its debts and confirm the route — list what the business owns and what it owes, including tax, the lease to its end, staff pay and refunds owed to customers, then confirm the route chosen on the first task; if the list shows the business may not be able to pay all its debts, change that answer to ‘It may not be able to pay all its debts’
• Stop this run and hand the closure to an insolvency practitioner or a lawyer — after a members’ voluntary liquidation or a possible insolvency only: appoint a licensed insolvency practitioner (UK) or take advice from a bankruptcy lawyer (US) before staff, customers or creditors are told, record who is advising, and archive this checklist or mark its remaining tasks not applicable as they advise; if the advice is that the business can pay its debts and be struck off or dissolved, change the answer on the first task. If this task appears later in the run, act on it now: its due date is the planned date at the start
• Read what the articles or operating agreement need for the decision — the articles of association or the operating agreement, any shareholders’ or members’ agreement, and any agreement with investors or lenders: who must agree to close and how (a board resolution, an owners’ vote, a written resolution), and anyone who must consent or be consulted first
• Draft the closure plan and timetable for the owners — the proposed closing date, what happens to staff, customers, contracts, stock and assets, the advisers (accountant, solicitor or attorney), the cost of closing, and who does what; the owners decide on this plan in the next task
• Hold the vote and record the decision to close — the directors and owners agree the closure and the closing date in the way the articles or operating agreement require, with the decision minuted or signed; if they choose another closing date, change it on the first task
• File Form 966 with the IRS within 30 days of the resolution — for a C or S corporation: Form 966, Corporate Dissolution or Liquidation, within 30 days after the resolution or plan to dissolve is adopted, and another within 30 days of any amendment or supplement to it

Staff hear first. Their consultation, notice and redundancy pay run in the Redundancy & Layoff checklist, which this phase starts; it and the pension task appear when the business employs anyone. Contractors are given notice on their own terms, and the announcement is written once for everyone.

• Start the Redundancy & Layoff checklist for staff consultation and notice — if the business employs anyone: start a run of the Redundancy & Layoff Process Checklist for the consultation, the notices, redundancy pay and any WARN Act notice, planned back from the closing date; this checklist does not repeat those steps
• Tell the pension provider and plan the end of staff benefits — the workplace pension or retirement plan, health cover and any other benefits: the final contributions, what ends when, and what staff are told
• List contractors and freelancers and end their engagements — every contractor, freelancer and agency worker, the notice their terms need, their last day and the final invoice
• Write the closure announcement and decide who hears first — one message with the closing date, what happens to open orders, deposits and warranties, and who to contact; this template tells staff first, then customers, suppliers, the landlord and lenders in Phase 3, with a notice on the website and in email signatures

The people the business owes, and who owe it, are told in the order this template sets, each with what happens to what is owed. The lease comes first because its notice period can be the longest.

• Give notice under the lease and agree how the premises are handed back — the lease’s break clause or end date, the notice it needs and how notice must be given, repairs or reinstatement at the end, the deposit, and the hand-back date; leases of equipment and vehicles the same way
• Tell customers and settle open orders, deposits and warranties — how each open order will be finished or refunded, deposits, gift cards and credit returned, and what happens to warranties, support and any data you hold for them
• Tell suppliers and agree the final orders and accounts — last orders, returns, the final account with each supplier and when it will be paid; direct debits and standing orders are cancelled only once the final bill is paid
• Tell the bank, lenders and anyone who gave a guarantee — loans, overdrafts, credit cards, finance agreements and card terminals: the amount to repay, any cost of repaying early, any security over assets, and whether a director or owner gave a personal guarantee

Every licence, contract, piece of stock and asset is listed and given an end. In the UK, stock goes before the closing date: selling it later would delay the strike-off.

• List the licences, registrations and authorities to tell — every licence, permit and registration and any registered business or trade name, the body that issued it, and when to cancel it
• List every contract and end each one on its terms — software and subscriptions, utilities, phone and internet, maintenance, marketing and any other contract: the notice each needs, the end date, any fee for ending early, and what is owed or returned
• Sell, return or clear the stock before the closing date — sell what can be sold, return what suppliers will take back and record what is written off; in the UK a company cannot apply for strike-off if it has traded or sold stock in the last 3 months, so the stock goes before the closing date
• List the business assets and decide what is sold, transferred or kept for the owners — equipment, vehicles, furniture, IT, intellectual property, domain names, money owed to the business and cash: its value, who buys it or takes it, and what passes to the owners once the debts are paid

The business stops trading on the closing date. Final pay, the UK PAYE scheme, collecting what is owed, recovering deposits and paying every creditor follow. A debt that cannot be paid in full means stopping for insolvency advice.

• Stop trading on the closing date — the last sale, the website and listings updated, card terminals and payment links closed, phones and email answered with the closure message, and the premises secured
• Pay final wages and give each employee their final pay documents — final wages or salary, holiday pay, notice pay and redundancy pay as the Redundancy & Layoff run sets out, and expenses owed
• Close the PAYE scheme with HMRC — tell HMRC straight away that the company has stopped employing people: a final Full Payment Submission or Employer Payment Summary with ‘Final submission because scheme ceased’ selected and the date the scheme ceased, the expenses and benefits returns, and any tax and National Insurance still owed paid
• Collect what customers and others owe the business — final invoices sent, each unpaid one chased, and a decision on any that will not be paid before the filing
• Recover deposits, bonds, prepayments and refunds — the rent deposit, utility and supplier deposits, prepaid subscriptions, insurance refunds and any tax refund; in the UK, deal with HMRC refunds before applying for strike-off, because HMRC cannot process or issue refunds to a dissolved company
• Pay every creditor and keep proof of each payment — suppliers, the landlord, lenders, contractors, tax and any other debt, each with the amount and the date paid; if a debt cannot be paid in full, stop and take insolvency advice (change the answer on the first task)

The final returns for the country the company is registered in. UK companies cancel VAT, send the final VAT Return, the final accounts and the Company Tax Return, and pay what is owed. US companies close the state tax accounts and file the final federal employment and contractor returns. All of it comes before the sign-off, because the law requires it whatever is decided about the filing. The one exception is the US final federal income tax return, which can only be filed once the company has dissolved, so it comes in Phase 9.

• Cancel the VAT registration within 30 days of stopping trading — if the company is VAT registered: cancel online, or by post on form VAT7 where gov.uk says you must, and keep HMRC’s confirmation of the cancellation date
• Close the state tax accounts and the sales tax permit — the sales tax permit and final sales tax return, state payroll withholding and unemployment insurance accounts, and any local business tax, for each state where the business is registered; ask each state’s tax agency what it needs before the dissolution filing
• File the final federal employment tax returns and Forms W-2 — Form 941 (or 944) for the quarter of the final wages, with the box ticked to say the business has closed, the date final wages were paid, and a statement naming who keeps the payroll records and where; Form 940 for the year, marked final; and Forms W-2 to employees with Form W-3
• Report payments to contractors on Form 1099-NEC — for contractors paid in the year the business closes: Form 1099-NEC to each one the reporting rules cover, with Form 1096 to send paper copies, or filed electronically where that is required
• Send the final accounts and Company Tax Return to HMRC — the final statutory accounts and Company Tax Return, stating that they are the final trading accounts and that the company will soon be struck off, with any terminal loss relief claimed on the final return
• Send the final VAT Return — for the period up to and including the cancellation date, by the due date HMRC gives, accounting for stock and other assets on hand where VAT was or could have been reclaimed on them and the VAT due on them is over £1,000
• Pay the Corporation Tax and every other tax still owed — Corporation Tax, VAT, PAYE and any other liability paid, and any refund HMRC owes the company collected before the strike-off application

Licences, online accounts, insurance, what is left for the owners, the bank accounts and the records, all dealt with before the filing. Once a UK company is dissolved, anything it still owns passes to the Crown.

• Cancel the licences, permits and registrations — each one on the list from Phase 4 cancelled once nothing more is done under it, with written confirmation kept, and any business or trade name the business no longer needs
• Transfer or close domain names, online accounts and subscriptions — domain names transferred to an owner or left to lapse, social media and listings closed or handed over, and email kept running long enough to catch late post and payments; gov.uk’s strike-off guide says to transfer any domain names before applying for strike-off
• End the insurance policies, keeping any cover still needed — each policy ended once the premises, stock, vehicles and equipment it covers are gone, after asking the broker or insurer whether any cover should run on after closing
• Share what is left among the owners — once every debt is paid: the remaining cash and assets passed to the shareholders or members as the articles or operating agreement say, with the tax on it agreed with the accountant first
• Close the business bank accounts — once the last payment in and out has cleared, with the final statements downloaded and kept with the records
• Decide who keeps the records, where, and until when — accounts, tax returns, payroll, contracts, minutes and registers, kept by a named person after closing, with the keep-until date for each

The approver signs off before the strike-off or dissolution is filed. Nothing after the sign-off can be completed until it is approved. Not approved leaves the sign-off open and adds a task before it to put right what stops the filing. The duties the law sets whatever is decided, the final returns, staff pay and the records, are all in the phases before it. The one exception is the US final federal income tax return, which can only be filed once the company has dissolved, so it comes in Phase 9.

• Check the company can now be struck off or dissolved — every task above complete or marked not applicable, the debts paid, the assets dealt with, the final returns sent (in the US, all but the final federal income tax return, which follows the dissolution) and the records kept, then the check for your country below, with a summary for the approver
• Put right what stops the filing — after Not approved only: what the approver found (an unpaid debt, an asset not dealt with, a return not sent, or the 3 months not yet passed), what will be done and by when; the sign-off task below stays open, so the filing cannot be completed; when it is put right, the approver changes the decision to Approved and completes the sign-off; if the business turns out unable to pay its debts, stop and take insolvency advice (change the answer on the first task)
• Approve filing the strike-off or dissolution — the director or owner reads the summary and decides whether the company can be struck off or dissolved now: Approved, or Not approved with the reasons, recorded by the approver alone

The filing, the notices that follow it and the checks after the company has ended. UK: form DS01, the copies within 7 days, the Gazette notice and the dissolution. US: the state filing, its confirmation, the final federal income tax return and closing the IRS account.

• Apply to strike off the company with form DS01 — online, or on the paper form only if you cannot apply online, signed by the majority of the directors (both, if there are 2), with the Companies House fee
• File the dissolution with the state — the state’s dissolution document filed with the Secretary of State or business filing office in the state where the company was formed, and with every other state where it is registered, with the fee
• Send a copy of the application to everyone who must have one, within 7 days — the members (usually the shareholders), every existing and likely creditor (banks, suppliers, landlords or tenants, guarantors, personal injury claimants, HMRC, the Department for Work and Pensions and former employees owed money), the employees, the managers or trustees of any employee pension fund, and any director who did not sign; keep proof of posting or delivery
• Confirm the state has accepted the filing and complete any steps it lists — the state’s confirmation or certificate kept with the records, and any further step the state’s instructions name
• Watch for the Gazette notice and answer any objection — Companies House publishes a notice of the proposed strike-off in the Gazette, and any interested party can object; an objection must reach Companies House at least 2 weeks before the date in the notice; if the company stops being eligible, for example it trades again or becomes insolvent, withdraw the application at once, online or on form DS02
• File the final federal income tax return, marked final — the return for the year the company dissolves or winds up, filed after the dissolution, with the ‘final return’ box ticked, capital gains and losses on Schedule D, Form 4797 where business property was sold and Form 8594 if the business was sold; then pay the tax owed
• Close the IRS business account and cancel the EIN — a letter to the IRS with the business’s legal name, EIN, address and the reason for closing, with a copy of the EIN notice if you kept it, sent once every return is filed and all tax is paid; the IRS cannot close the account before then
• Confirm the company has been dissolved — the second Gazette notice and the company’s record at Companies House showing it dissolved, not less than 2 months after the first notice, saved with the records
• Check nothing was left behind after the dissolution — post and email still arriving, payments or refunds sent to the old company, a forgotten asset or account, and websites or listings still showing the business; in the UK an asset found later belongs to the Crown, and the company would have to be restored to the register to recover it