Assuming you have a strong business-minded attorney and a good relationship with them, ask them in an email. Skip the meeting (expensive). The answer, like most legal items, is complicated, but a good attorney can help you wade through it with a two-line email response. You just need to ask it the right way.
In case it helps, here's the full email last time I had this issue:
> Quick question...should I bother to formally dissolve [company]? We've all moved on to other projects so I'm going to officially add [company] to the deadpool. No more work will be done on it (although we might open source a few components for the greater good), and there's $90 left in the bank account...probably enough to pay for this email :)
Thanks. That's what I ended up doing.. Luckily we had great legal council and the partner was kind enough to respond despite the outstanding legal bills we weren't able to settle!
For those interested this is the advice he gave us:
""just turn off the lights", do nothing. In order to formally dissolve, the corporation must pay all franchise taxes and "provide for payment of all liabilities". It costs too much to formally dissolve. There is no founder, officer or director liability to just ceasing business. Let the state dissolve the company. Also, there are no restrictions in starting a company later."
In case it helps, here's the full email last time I had this issue:
> Quick question...should I bother to formally dissolve [company]? We've all moved on to other projects so I'm going to officially add [company] to the deadpool. No more work will be done on it (although we might open source a few components for the greater good), and there's $90 left in the bank account...probably enough to pay for this email :)