# dissolve

URL: /business/nouns/company/dissolve · Id: `verb:Company.dissolve` · Call: `await $.Company.dissolve({ … })` (SDK) or the `do` tool at `https://api.sb/mcp`. Inputs says what to pass, Outputs what returns, When it waits who approves.

> Dissolve winds up a Company that holds no business: it files final returns and the certificate, and keeps every record.

Dissolve winds up a [Company](/business/nouns/company) that holds no business: it files final returns and the certificate, and keeps every record.

## Inputs
| Input | Type | Required | Description |
| --- | --- | --- | --- |
| `company` | [Company](/business/nouns/company) | Yes | The Company to wind up. |
| `reason` | `text` | Yes | Why it ends, recorded as a Decision. |

## Outputs
| Output | Type | Required | Description |
| --- | --- | --- | --- |
| `company` | [Company](/business/nouns/company) | Yes | The dissolved Company, kept forever. |

## Effects
- Emits [`Company.dissolved`](/business/events/Company.dissolved).
- Performed by the [Legal Lead](/agents/legal/legal-lead).
- One-way (money, customer): it waits out its delay window, and runs in the `send` and `do` modes.
- Runs through [Company dissolution](/systems/legal-and-corporate/entity-dissolution).
- Waits for the Founder, as an officer, to sign the certificate of dissolution: the legal floor.
- Ends the registered agent and every recurring filing.

## Refuses when
| Check | Error | Fix | Then call |
| --- | --- | --- | --- |
| The key is valid, but its scopes do not allow this operation. | [`forbidden`](/code/api/errors/forbidden) | Use a key whose scopes cover the operation, or ask an owner of the namespace to grant them. | [Company.dissolve](/business/nouns/company/dissolve) |
| The record is not in a state that allows this Verb, so the call is refused. | [`refused`](/code/api/errors/refused) | Read the record, run the Verb that moves it to an allowed state, then retry. | [Company.dissolve](/business/nouns/company/dissolve) |

## When it waits
| Gate | Default |
| --- | --- |
| Decision class | High: one-way, broad (money, customer) |
| [Delay window](/systems/trust-and-governance/controls/one-way-windows) | 1 business day, in which a watcher can pause, redirect or cancel it; then it runs. |
| Limit | The spend [Limit](/business/nouns/limit) of the [Permission](/business/nouns/permission) or [Mandate](/business/nouns/mandate) it runs under. |
| Over the Limit | It waits `pending` for an [Approval](/business/nouns/approval) from the [Founder](/agents/founding/founder). Approved, it runs; refused, it ends `refused` with [`limit-exceeded`](/code/api/errors/limit-exceeded); unanswered by its deadline, it ends `canceled`. |

## Example

**Ask**

```text
Dissolve my company.
```

**API**

```bash
curl -X POST https://api.sb/petpantry.shop/companies/company_1/dissolve \
  -H "Authorization: Bearer $STARTUP_BUILDER_API_KEY" \
  -H "Content-Type: application/json" \
  -d '{"reason":"Example reason"}'
```

```json
{
  "api": "https://api.sb/petpantry.shop",
  "company": {
    "$id": "https://api.sb/petpantry.shop/companies/company_1",
    "$type": "Company",
    "name": "PetPantry",
    "legalName": "PetPantry Inc.",
    "jurisdiction": "US-DE",
    "status": "dissolved"
  },
  "action": {
    "$id": "https://api.sb/petpantry.shop/actions/action_1",
    "operation": "Company.dissolve",
    "status": "done"
  },
  "links": {
    "self": "https://api.sb/petpantry.shop/actions/action_1"
  }
}
```

**SDK**

```ts
import { $ } from 'startup-builder'

const company = await $.Company.dissolve({ company: 'company_1', reason: 'Example reason' })
```

**CLI**

```bash
npx startup-builder do Company.dissolve --json '{"company":"company_1","reason":"Example reason"}'
```

**MCP**

```json
{
  "name": "do",
  "arguments": {
    "code": "return await $.Company.dissolve({ company: 'company_1', reason: 'Example reason' })"
  }
}
```

Guides that call it: [Wind down my startup](/business/wind-down-my-startup).