Responsible dissolution

Going out of business (an overly dramatic way to say it — sorrynotsorry) is a lot of work. On top of the careful work we did to prop open doors for customers who wanted to migrate to still-irrigated pastures and relicensing as open-source so a consortium of former customers can share maintenance, we had an actual company to unwind.

Source & Binary LLC was a California limited liability corporation. It was formed with a single member — me — and so it made administrative sense to stay in California since I had no intention of moving to Deleware or hiring a ton of people. In this single-member era the company was a “pass-through entity,” meaning taxes and whatnot were a minor increase in the complexity of my family’s taxes. When fellow Californian Travis joined as a second member of the LLC taxes became only moderately more complicated.

What became a lot more complicated with two of us was all the stuff we were doing to find product-market fit. We tracked prospects in a CRM instead of a spreadsheet, we had email outreach automation, we stepped up our content marketing, we used Calendly for booking lots of meetings, we were enriching profiles of website visitors and email contacts, we were paying for stuff, and (most importantly) we were getting paid any way we could which meant we had both our own accounting software and shadow accounts on all the other companies-paying-for-stuff platforms we encountered.

There’s just a lot of SaaS out there. When it came time to wind the company down, it took a long time to turn it all off.

I thought it was very important to turn it all off. There is a lot of zombie software out there. Data stored for folks who aren’t coming back for it. Network transit wasted from a sender who set it and forget it to a receiver who ignores it. We did our best to turn everything off, right down to deleting the RSS feed bots from our Slack.

And then there was AWS. Given our business, it wouldn’t surprise anyone to hear that we had hundreds of AWS accounts. We tested Substrate aggressively in a lot of different situations and so we had real AWS organizations that replicated all of those situations. Thanks to a supremely unhelpful rate limit AWS enforces on the fraction of accounts in an organization you can close in a rolling 30-day period, it took months to close all the test organizations. Blessedly, I was able to finish that on December 2.

All those AWS accounts were still accruing charges while they sat open thanks to rate limits. (We’re talking nickels and dimes, though, not serious money.) All of those charges will need to be accounted for when the LLC pays its final round of taxes. Annoyingly, however, I had to jettison our accounting software several months ago before we were billed again for far more than these test AWS accounts cost. So, come tax time, I’m going to have to manually incorporate these final expenses.

On a happier note, though, now that literally all of the AWS accounts are closed, the bank account can be closed, too, which means one final distribution. A little spending money for our efforts. The participation prize of software startups.

The order of operations at the end here is a little weird. I’ve submitted the online form to the California Secretary of State to dissolve the LLC but I haven’t yet closed the bank account in its name because it wasn’t obvious how to do that online and I’m a millenial who hates phones.

One thing’s for sure, though. Taxes will be the last thing the company does.

This article is part of a series on Source & Binary, my company that operated from 2020 through 2024.