Have an S corp in Delaware - want to dissolve but owe taxes. Will I, an owner and director, be held responsible for the taxes? Or does the liability still hold to the company?
Just trying to figure out if legally I personally will be in trouble for not paying taxes if they're unpaid

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Depending on what state you operate in (regardless of where you are incorporated), the S corp may be assessed an entity level tax, but federally, all income taxes flow through to the owners, so in theory there should be no entity level tax. This all assumes you are a valid S Corp

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Depends on the character of the dividend. LTCapital? Not?

General answer: Under Section 277 of the DGCL, the corp can't file for dissolution until all franchise taxes have been paid.

There are other fact-specific considerations that might bear on the question, of course.

If you'd like to connect with a DE corporate firm that can provide further info and assistance, feel free to shoot me a message.

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Isn’t s Corp flow through? I imagine you’d have to pay the taxes (this is not advice and I don’t know much about taxes tbh)

Why would you not pay your taxes?

I see

Probably not if it’s just the annual franchise fee. The consequence is the company’s registration will be cancelled by the state, which my be a different status than dissolved by management.

Personal liability is typically limited to payroll taxes only.

I’m facing this same question now- I have a California LLC and I don’t want to pay the $800 franchise tax fee just to close it down.

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