603. Dori Yona, Founder of Simple Closure, How to Shut Down a Business

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 provi