This page is general information, not legal, tax or financial advice. Talk to a qualified professional about your situation.
Most federal retention periods for a closed business run between one and seven years. Tax records are generally kept 3 years (longer in some cases), payroll records 3 years, Forms I-9 3 years after hire or 1 year after employment ends, whichever is later, personnel records 1 year, and OSHA injury logs 5 years. State law and contracts can require longer, so the safe approach is to export everything, then decide what to delete once those periods pass.
Federal retention periods
| Records | Keep for | Rule |
|---|---|---|
| Tax records, in general | 3 years | IRS |
| Employment tax records | 4 years | IRS |
| Tax records if income was underreported by more than 25% | 6 years | IRS |
| Records for a bad-debt or worthless-securities deduction | 7 years | IRS |
| Payroll records (FLSA) | At least 3 years | 29 CFR 516.5 |
| Time cards, wage-rate tables and other supplementary records | At least 2 years | 29 CFR 516.6 |
| Personnel and employment records | 1 year from the record or the personnel action; longer if a discrimination charge is filed | 29 CFR 1602.14 |
| Forms I-9 | 3 years after hire or 1 year after employment ends, whichever is later | USCIS |
| OSHA 300 log, 300A summary and 301 forms | 5 years after the end of the year they cover | 29 CFR 1904.33 |
Where these records live when you close
| Records | Usually in | Before cancelling |
|---|---|---|
| Ledgers, invoices, bank exports | Accounting software | Export the full ledger and reports |
| Payroll and W-2s | Payroll provider | Download year-end reports and every pay period |
| I-9s and personnel files | HR system or shared drive | Export with attachments |
| Contracts and correspondence | Email and file storage | Export mailboxes and drives |
Cancelling software is where records get lost. The data retention clock shows when each vendor deletes data after you cancel.
Keeping records is not the same as keeping everything
Once a retention period ends, personal data you no longer need is a liability. The FTC’s guidance for businesses is to keep only what you need and dispose of the rest properly. Some companies license de-identified copies of operational records before deleting them; that is a decision to make while the data still exists.
Questions people ask
Who keeps the records once the company is dissolved?
Someone has to. Name a person, usually a former officer or the accountant, and store the records somewhere that does not depend on the company's cancelled accounts.
Can we keep scans instead of paper?
Generally yes for most business records, if they are complete and readable. Check the specific rule for anything regulated, and keep the originals of anything your lawyer flags.
Sources
- IRS: How long should I keep records?
- 29 CFR § 516.5: Records to be preserved 3 years (Cornell LII)
- 29 CFR § 516.6: Records to be preserved 2 years (Cornell LII)
- 29 CFR § 1602.14: Preservation of records made or kept (Cornell LII)
- 29 CFR § 1904.33: Retention and updating (OSHA injury records, Cornell LII)
- USCIS: Retaining Form I-9
Related guides
Final tax returns when you close a business
The federal returns and forms a closing business files: final income and payroll returns, W-2s, Form 966 within 30 days for corporations, and what to keep.
Cancelling software when you close: the order that keeps your data
Which business software to cancel first and last when closing, how long Google, Microsoft, Slack, Jira and others keep data, and what to export before.
What to do with company email, Slack and files when you close
How Google Workspace, Microsoft 365 and Slack delete data after you cancel, how to export first, what to keep, and what the archive may be worth.
Part of Shutting down a company.