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How to Close a Business with Negative Equity


Closing a business when it has negative equity can have certain tax implications that you and your clients should know. In this article, Nellie Akalp, founder and CEO of CorpNet, explains the guidelines for different business entities and provides a checklist of steps to dissolving a company.

Feb 3rd 2022
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An AccountingWEB reader recently asked if the process of closing a business with negative equity would be any different than dissolving a company that’s not in the red.

Generally, there’s no difference in the steps that a business owner must take. However, there could be tax implications when a company has negative equity, and there are some nuances to consider for the different business entity types. Here, I’ll discuss some of those considerations and share a general checklist of the steps involved when formally dissolving a company.

Dissolving a Negative Equity Business: Tax Considerations by Business Structure

Closing a C Corporation with Negative Equity

Dissolution of a C Corporation is deemed as a sale of stock. Therefore, the negative equity would become a capital loss to the individual owners (shareholders) of the C Corp upon its dissolution.

Closing an S Corporation with Negative Equity

When dissolving an S Corporation (a C Corp that has elected S Corp tax treatment), the negative equity flows through to the business’s shareholders as a taxable capital gain.

Closing a Partnership with Negative Equity

For partnerships, the negative equity comes into play only when a partner receives liquidating distributions in excess of their basis. At that point, the excess distribution is treated as income for the individual owners.

11 General Steps for Closing a Business

If you have clients who have asked about the process of closing a business, below are the general steps involved. Keep in mind that depending on the entity type, where a company is located, the type of business it conducts and other factors, there may be different or additional details to address when legally dissolving the business.

1.  Dissolve the business structure by holding the necessary meetings and votes to obtain approval. Also, record the results of those votes in meeting minutes.

2. File Articles of Dissolution to notify the company’s home state that the business is ending its existence. Some states allow businesses to specify an effective dissolution date up to 180 days in the future. However, they do not allow backdating a dissolution. If the company is foreign qualified in other states, it will likely have to file a withdrawal application and pay the associated fee for that filing. 

3. Collect any outstanding accounts receivables from customers. If this will be difficult or significantly time-consuming, business owners may want to explore selling their accounts receivable to a factor.

4. Sell the company’s assets and inventory to generate cash before the business is dissolved. Besides tangible assets, a company’s intangible assets may also be in demand and sold to another business. These include:

  • Trade name
  • Customer lists
  • Licensing agreements
  • Patents
  • Copyrights
  • Trademarks

5. Pay off outstanding business debts and settle outstanding accounts payables with vendors, suppliers and creditors. If the business doesn’t have funds to cover everything, business owners should discuss their options with an attorney.

6. File final payroll taxes with the IRS and state and local tax agencies.

7. Pay final state (and local, if applicable) sales tax obligations. Then close the business’s state (and local) sales tax accounts.

8. File final income tax returns at the federal, state and local levels.

9. Close the company’s IRS business account and EIN.

10. Cancel business licenses and permits with federal, state, county and local agencies.

11. Distribute remaining cash and assets to business owners.

Final Thoughts on Closing a Business with Liabilities that Exceed Assets

As you know from working with your clients, every company and its owners face unique opportunities and challenges. That’s true in all aspects of business, including the final act of closing a company. You can help your clients navigate the process by providing guidance and assistance within your authority and referring them to reliable professionals for direction on issues outside of your realm of expertise.