# Company dissolution

URL: /systems/legal-and-corporate/entity-dissolution · Id: `capability:entity-dissolution`

> Company dissolution winds up a Company that no longer holds a business, filing final returns and its certificate while every record stays.

Company dissolution winds up a [Company](/business/nouns/company) that no longer holds a [Startup](/business/nouns/startup), filing final returns and its certificate while every record stays.

## Contract
| Clause | Terms |
| --- | --- |
| Starts | A sale or merger leaves the Company with no Startup. |
| Precondition | Every Startup has already moved through Startup transfer. |
| Signs | The board and stockholders consent ([Governance](/systems/legal-and-corporate/floor/governance)). An officer signs the final returns ([Sworn filings](/systems/legal-and-corporate/floor/sworn-filings)). |
| Steps | Settle debts, file final returns, withdraw each state registration, then file the certificate. |
| Records | Kept. A dissolved Company is a state of the record, never a deletion. |
| While held | Never. The Studio-held entity stays. |

## Verbs
| Verb | Object | Event |
| --- | --- | --- |
| [Company.dissolve](/business/nouns/company/dissolve) | [Company](/business/nouns/company) | [`Company.dissolved`](/business/events/Company.dissolved) |

## Interfaces
- [API](/code/api/reference)
- [SDK](/code/sdk/reference)
- [CLI](/code/cli/reference)
- [MCP](/code/mcp/reference)

## Upstream
filings.legal, under an Agreement.

## Example
A Company that held one translation-memory API sells the Startup to a larger buyer. Final returns file within 60 days, two state registrations are withdrawn, and the certificate of dissolution is recorded a month later.