I am dissolving my s corporation. It is a very small entity, with 2 shareholders, each owning 50% of the stock. I am trying to complete the final accounting, financial statements and tax return, but I'm at the point where I'm quite stuck.
My balance sheet is showing only a tiny amount of cash in assets. Liabilities and equity consist of common stock, paid in capital, and negative retained earnings. How do I wind this up?

All you have to do is take a cash distribution from the S Corporation that will result in a Zero Cash Balance. As far as the Federal Tax Return is concerned you have to Zero out the Balance sheet in the final tax year, and indicate Final Tax Return on Page 1 of the 1120-S tax return.

But, the real issue of winding up is the"Dissolution/Withdrawing" process that you have to formally file with the State you have been operating and originally incorporated. There are some formal procedures that you have to do in order to withdraw. There could be some Minimum franchise taxes that are due, you may have to get a Tax Clearance Certificate, and you may be required to file a Certificate of Dissolution.

All States have their own requirements and it is important to consult a CPA to ensure that you have complied with all the required procedures, otherwise you may would be obligated to file Federal and State Tax Returns.

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