Closing a business checklist (federal + New England states)

Stopping work does not by itself close a business with the state or the IRS. This checklist follows the IRS and the state agencies' own guidance. Facts verified 2026-10-17. Tick items as you go (ticks stay in your browser only).

Federal and general steps

• Decide to close the right way and write it down
  Follow your articles, bylaws or operating agreement. Keep minutes and records of how remaining assets are distributed.
  Source: RI Department of State: close your business · verified 2026-10-17
• Pay final wages and make final federal employment deposits
  The IRS says the Trust Fund Recovery Penalty may apply if you do not deposit withheld Social Security and Medicare taxes. Check the 'final return' box on employment tax returns.
  Source: IRS: closing a business · verified 2026-10-17
• File the final federal income tax return for the year you close
  Sole proprietor: Schedule C with your Form 1040. Partnership or multi-member LLC taxed as one: Form 1065. Corporation: its final return with the 'final return' box checked, plus Form 966 if you adopt a plan to dissolve or liquidate.
  Source: IRS: closing a business · verified 2026-10-17
• Close state tax and employer accounts and file the dissolution (see your state below)
  Closing steps differ by state. Use the state section.
  Source: IRS: closing a business · verified 2026-10-17
• Cancel local and state licenses and permits you no longer need
  Examples named by the RI Department of State: sales tax permit, professional licenses, municipal permits. If you do not cancel them you may owe fees.
  Source: RI Department of State: close your business · verified 2026-10-17
• Close your IRS business account / cancel the EIN last
  The IRS says it cannot close your business account until you have filed all necessary returns and paid all taxes owed. The RI Department of State describes cancelling an EIN by letter (legal name, EIN, address, reason).
  Source: IRS: closing a business · verified 2026-10-17
• Keep your records
  The RI Department of State notes recordkeeping duties often run 3 to 7 years after closing; ask your accountant or attorney about yours.
  Source: RI Department of State: close your business · verified 2026-10-17

State steps

New Hampshire (full state page)

• File final NH business tax returns in Granite Tax Connect and pay everything owed
  The DRA will not certify dissolution until all returns are filed and taxes, interest and penalties are paid.
  Source: NH DRA certificate statements · verified 2026-10-17
• Request the DRA Certification Statement of Dissolution (Form AU-22, $30)
  Required before a corporation or LLC distributes property to owners (RSA 77-A:18). DRA says about 60 days. Include the final NH return with federal pages, plan of liquidation/Form 966 for corporations, a statement of asset disposition, and the board minutes authorizing dissolution (corporations).
  Source: RSA 77-A:18 · verified 2026-10-17
• File the dissolution with the Secretary of State
  LLC: Certificate of Cancellation (Form LLC-7), $35. Corporation: Articles of Dissolution, $35. File online in NH QuickStart.
  Source: NH SoS forms and fees · verified 2026-10-17

Maine (full state page)

• File final sales/use and withholding returns, then report the business closure in the Maine Tax Portal
  Per Maine Revenue Services' FAQ (seen in a search excerpt; the page timed out when we tried to open it): log in, go to More, choose Report Business Closure, enter the closure date. Confirm on the portal.
  Source: Maine Revenue Services FAQ search excerpt · verified 2026-10-17
• If you had employees, apply to terminate unemployment coverage with the Maine Department of Labor
  Seen in a search excerpt of Maine DOL form FX-3 (a 2018 document): termination generally takes effect January 1 of the following year, and zero-liability quarterly reports are required for the rest of the year. Check the current form.
  Source: Maine DOL FX-3 (2018) search excerpt · verified 2026-10-17
• File the cancellation with the Secretary of State
  LLC: Certificate of Cancellation (MLLC-11C), $75. Corporation: Articles of Dissolution, $75. A Maine resident on r/Maine (July 2024) said the LLC cancellation could not be done online and that the state emailed them the form; check the current process.
  Source: Maine LLC forms · verified 2026-10-17

Vermont (full state page)

• Pay what you owe and file all returns, then close each tax account in myVTax
  If you have more than one business tax account, close each one. Without a myVTax account, use paper Form B-2 (Notice of Change). Otherwise the Department may think you are still in business and bill you.
  Source: VT Dept. of Taxes: close a business · verified 2026-10-17
• With employees: file a final WHT-434 within 30 days of closing the withholding account
  Include W-2s and/or 1099s as required.
  Source: VT Dept. of Taxes: close a business · verified 2026-10-17
• Selling the business? A buyer may ask for a Notice of Escrow (tax clearance)
  It shows what taxes are due that the buyer might become responsible for.
  Source: VT Dept. of Taxes: close a business · verified 2026-10-17
• File with the Secretary of State
  LLC: Articles of Termination, $20. Corporation: Articles of Dissolution, $35. The Department of Taxes also recommends notifying the Secretary of State.
  Source: VT SoS end business registration · verified 2026-10-17

Massachusetts (full state page)

• Cancel your DOR tax registrations in MassTaxConnect (or file Form AI-1)
  Corporations file a final corporate excise return marked final; sole proprietors stop filing Schedule C if the business completely closes; partnerships file a final Form 3 with Form 1065 and K-1s.
  Source: Mass.gov: closing your business registration · verified 2026-10-17
• File the right dissolution document with the Secretary of the Commonwealth
  LLC: Certificate of Cancellation. Corporation: Articles of Voluntary Dissolution. LP: Certificate of Cancellation. LLP: Certificate of Withdrawal. Foreign entities: Certificate of Withdrawal.
  Source: Mass.gov: closing your business registration · verified 2026-10-17

Connecticut (full state page)

• File final DRS returns through your closure date, then close each account in myconneCT
  Per DRS tutorial (search excerpt): log in, More, Taxpayer Updates, Close Accounts, enter the closure date. Sales tax: final OS-114 and destroy the permit; withholding: final CT-941 / CT-W3 and W-2s.
  Source: DRS: closing an account (PDF) search excerpt · verified 2026-10-17
• File the Certificate of Dissolution online with the Secretary of the State (no charge)
  Create an account in the state's online filing system, choose File Dissolution/Withdrawal/Cancellation, find the business, and file. Effective on filing unless you set a later date; no additional review.
  Source: CT SoTS dissolution page · verified 2026-10-17

Rhode Island (full state page)

• Final paychecks within 24 hours of the last day of work
  Per the RI Department of State: state law (R.I. Gen. Laws ch. 28-14) requires final pay within 24 hours of the last day; for employees with a year of service, holiday/vacation pay and insurance benefits too. Federal WARN Act applies to employers with 100+ full-time workers.
  Source: RI close your business · verified 2026-10-17
• Terminate your RI DLT employer account (TX-13) and file the final TX-17 within 10 days of ceasing operations
  Submit all outstanding employer tax forms too.
  Source: RI close your business · verified 2026-10-17
• File final RI and federal returns; use Form RI-2625 to cancel certain RI tax accounts
  All past-due returns and balances must be paid. A final RI return is due through the date of dissolution. The Division of Taxation may ask for the final federal return, Form 966 (corporations), and minutes or a signed statement of dissolution. Verify status by emailing tax.collections@tax.ri.gov.
  Source: RI close your business · verified 2026-10-17
• File Articles of Dissolution with the RI Department of State
  You certify under penalty of perjury that you confirmed your tax status with the Division of Taxation and have no tax debts. Fee $50 for LLCs and business corporations. The state offers a printable closing checklist and virtual office hours.
  Source: RI close your business · verified 2026-10-17

Closing has legal and tax consequences (for example, distributing assets before a state tax certificate). Talk to an attorney or CPA first.