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Glossary: Terms of Dissolution

Below is a glossary of terms associated with dissolving a business.

Administrative Dissolution. Dissolution of a corporation by the state, usually by the Secretary of State, for such things as failing to pay taxes, failing to deliver an annual report, or operating without a registered agent

Articles of dissolution. The document that a corporation files with the secretary of state that causes the dissolution of the corporation.

Assumed name/trade name A fictitious name used by a business.

Certificate of assumed name, trade name, or fictitious name. A certificate granted by a state authority (usually the secretary of state) that allows you to transact business under a name other than your own.

Certificate of authority. A certificate granted by a state authority (usually the secretary of state) that allows a foreign corporation to conduct business

Complaint. A legal document that is filed with the court by a plaintiff generally causing the commencement of a lawsuit.

Dissolution. Termination of a business's existence.

Indemnity. Shifting the responsibility for satisfying losses resulting from liability from one party to another.

Involuntary dissolution. A dissolution that is not initiated by corporate shareholders

Limited liability company. A business entity that offers limited liability to its members without being a corporation

Liability insurance. A type of commercial insurance that protects a business for injuries it causes to third parties.

Liquidation. Collecting assets, converting assets to money, paying debts, and distributing the surplus while in the process of closing a business.

Notice of intent to dissolve. A document informing the secretary of state that your corporation will be dissolving.

Partnership. Two or more people who carry on a business for profit pursuant to an agreement that money, labor, skills and profits will be utilized and divided in predetermined proportions.

Partnership agreement. A contract that partners enter into that sets up the terms of their partnership.

Product liability lawsuit. A suit brought by a person who has been injured by a product as opposed to being injured by another individual.

Settlement. When parties in a lawsuit agree to end the suit in exchange for money or something else of value to either party.

Sole proprietorship. Ownership of a business by one person who operates the business as an extension of himself or herself.

Voluntary dissolution. A dissolution that is approved by the directors and shareholders of a corporation, partners in a partnership or members in a limited liability company.

Winding up. Liquidating a business.

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