Show Notes:

Dori Yona, founder of Simple Closure, explains the process of shutting down a company. The process is painful, manual, and bureaucratic, with an average time of nine to 12 months. It can cost companies thousands of dollars or even hundreds of thousands of dollars in fees. Many companies end up doing it incorrectly, leading to fines and penalties.

The Multiple Moving Parts of a Business Shut Down

Dori explains that the main difficulty in shutting down a company is the coordination of multiple moving parts, such as the state of incorporation, IRS, lawyers, accountants, payroll provider, vendors, service providers, investors, payroll, and state departments. The average shutdown for a venture-backed company has about 95 moving parts, and if any of them are missed or not done correctly, the process can drag on and on.

First Steps in Shutting Down a Business

Dori talks about three typical approaches for a shutdown of a firm, which they categorize into three main “buckets”. The first bucket is companies that reach out six to nine months before they need to shut down, as they are running out of cash and trying to raise another round or convince existing investors to invest more in their company. They want to be ready for what happens if it doesn't work out, so they reach out to the Simple Closure six months before to discover what the process involves. Dori mentions the Shut Down calculator his firm developed and put on their website to help business owners work through costs and assess the time they have left before going into the red and complicating the shut down. Bucket number two is when companies decide to shut down immediately, need quick media advice, need help presenting to the board, or with winding down the business. Bucket number three is when companies have shut down operationally six months or a year ago but never dealt with properly winding down the business. They may face penalties, fines, and liens on their personal property due to improper actions.

The Financial Reality of Shutting Down a Business

Dori emphasizes that it is not easy to walk away from a company, as it can come back and haunt the owner(s). He explains that while a corporate entity is there to protect board members, investors, and founders, if certain things are not done properly, it can pierce the corporate veil, making the board and founders personally liable and potentially sued. The most common issue is wages, where an employee is owed wages and has not been paid. Companies should make sure that the proper winding up process is done to avoid loose ends and potential lawsuits from stakeholders, such as vendors, investors, state departments, and payroll departments. Dori also stresses the importance of considering investors during the shutdown process.

Payroll Providers and the Shut Down Process

A company's shutdown process involves understanding the number of employees it has and how to properly shut down them. Dori uses a typical seed stage company as an example. This type of company usually has around 15 to 20 employees at its peak, with a few founders and one more engineer or person. To properly shut down the company, it is crucial to know who is currently on payroll, whether full-time or contractors, and how many employees the company had at its peak across different states and locations. Most startups use payroll providers, but they are not good at shutting down payroll accounts. When a company shuts down, they terminate the relationship between themselves and the payroll provider, this does not mean the payroll provider has closed down all accounts in all states. To help close out all accounts and notify all states, companies should ask for the HRIS census, which provides background and history of employees. Analyzing this data helps determine who is a past employee versus an active employee. The discussion explores the issue of 1099s for companies that are about to shut down, such as those in the US. Dori explains that the ultimate goal is to close out all accounts and notify all states, as every state operates differently and how to shut down accounts for active and non-active employees, and contractors.

Technology that Automates and Scales the Shutdown Process

The goal of Dori’s company is to build a technology solution to automate and scale the process of closing out payroll departments. The company aims to be the TurboTax shutting down platform, providing a platform for companies to easily close out their payroll departments. He mentions that the company has built automations to automate various processes, such as faxes, phone calls, emails, and online forms. However, there are many AI solutions available today, such as outbound SDR and AI calls that can call in and provide basic account information. The company's goal is to develop a platform that allows companies to easily close out their payroll departments and help streamline and automate the process. Dori also talks about shutting down repeat services such as subscriptions.

Three Main Phases of a Company Shut Down

The winding down of a company involves three main phases: dissolution, wind up, and shut down. In Delaware, the first phase involves notifying the state and other entities, such as shareholders, board, and employees, about the decision to shut down the company. This involves notifying the state, preparing franchise taxes, filing the certificate of dissolution, and canceling the EIN. The second phase is the winding up phase, which involves unwinding payroll, paying out vendors, collecting invoices, and dealing with accounts receivable and payable. After the dissolution phase, the company must file a final tax return, distribute any remaining money to investors or creditors, and close out bank accounts. The third phase is the shutdown phase, which involves closing out bank accounts and sending out certificates of closure to investors and shareholders. It's important to have an export of all contracts with vendors and understand their options for cancellation. This process depends on the type of vendor and the company's capital. Dori shares information on how to deal with vendors during the shut down process.

The Legal Requirements of Data Retention

The conversation turns to the importance of data retention and the value of company data and IP. Dori talks about the importance of understanding the industry and company type, such as healthcare companies needing to keep patient records for seven years post-shutdown. Dori recommends using data custodians to store these records in a safe place, adhering to protocols and encryption levels. He also discusses the need for tokenization around the store to ensure a safe and secure process. On the IP side, Dori explains how founders can monetize their IP after the company shuts down. Delaware law states that winding down the business should maximize value for shareholders, as it is the shareholders' company. They can either acquire the IP or sell it, depending on the situation. They also support the process of repurposing IP, which can take various forms, such as acquiring a domain or selling the domain. Overall, the conversation highlights the importance of considering the legal requirements and the value of IP in the business world.

Sale of Data during a Business Shut Down

The discussion revolves around the process of closing a company, including the sale of data, intellectual property, patents, and code base. A platform called Simple Closing offers buyers to buy assets of companies shutting down, making the process as simple and streamlined as possible. Tax reporting and other tasks are prepaid by the accountant or accounting firm, but the final stage involves closing the bank account, paying off vendors, and sending out final checks to investors.The final stage involves record retention, notifying the IRS about the shutdown, and distributing funds to investors. This process is methodical and involves a waterfall calculation to determine the amount each person should receive back. This calculation is done on a pro rata basis, and after paying all taxes and closing the company, the money is wired out and distributed back to investors.

The Final Stage of a Company Shut Down

The final stage involves closing the bank account, paying off vendors, and sending out final checks to investors, record retention, payment of vendors, and distribution of funds. The final stage involves tying up loose ends and ensuring accurate distribution of funds to investors. Dori explains the process of closing a business, particularly when it comes to payroll, and the challenges faced by founders, such as filing quarterly taxes and dealing with payroll issues. He also talks about the importance of estimating the involvement and duration of founders, such as prepaying themselves with severance packages or bulk sums and why waterfall calculations must be done and how they work.

The Simple Closure Company Explained

Dori talks about Simple Closure, an online platform that helps founders and operators in the unfortunate position of wanting to shut down their firm. Their mission is not to shut down companies, but to help founders and operators have the peace of mind to move on to what's next. They believe that entrepreneurship is a community of repeat founders and businesses, and the faster they can get founders back on their feet, the more mind space they can give them to build and find their next job. He shares his company's go-to market, which includes referrals from venture-backed firms or inbounds from their website. He explains that they invest in partnerships to meet customers at the right moment in time and build trust with them. The company aims to partner with companies, firms, or entities, such as venture-backed firms, to help them navigate the process and ensure their brand reputation is built.

Timestamps:

02:49: Overview of Shutdown Process

05:42: Handling Payroll and Employee Wages

19:28: Wind-Up Phase and Vendor Management

27:36: Data and Intellectual Property Management

31:53: Final Stages and Distribution of Funds

38:44: Go-to-Market Strategy and Pricing

Link:

Company website: simpleclosure.com

Unleashed is produced by Umbrex, which has a mission of connecting independent management consultants with one another, creating opportunities for members to meet, build relationships, and share lessons learned. Learn more at www.umbrex.com.

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