Also known as articles of dissolution or certificate of cancellation in certain states. The certificate filed with the state once a company no longer wishes to continue in existence in its domiciled state. Even after a certificate of dissolution is filed, a company's existence may be continued for certain limited purposes. For example, in the state of Delaware a dissolved corporation or LLC may be continued for the purposes of winding up its business such as disposing of property, discharging of liabilities, prosecuting and defending laws suits and so on.

Specific filing requirements vary from state to state, so it is important to review the statutes governing business entities in the state where you decide to dissolve.

For more information on dissolution, see Practice Note, Dissolving a Delaware Corporation.