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Dissolving your U.S. LLC can be a long and complex process. It is important to take the time necessary to follow the proper procedures to protect yourself legally.
The decision to dissolve is the first step in closing your company.
Partners who decide to dissolve the partnership are engaged in what is called a voluntary dissolution of the partnership. You should refer to the operating agreement of the partnership to learn the procedures outlined in the agreement between the partners (without going against the public policy rules of the state where your U.S. LLC is registered).
Once the dissolution is voted on, and a majority is present for the decision, record the decision to dissolve the LLC and keep the related documents.
Some states require that you obtain a tax clearance or verification of your corporation's status from your state tax authority before you are allowed to file dissolution paperwork.
When filing your U.S. LLC tax returns, be sure to indicate somewhere that this is the last tax return for your business. You will receive a certificate or letter from the tax authorities stating that you no longer have any tax obligations.
Even if your state does not require a tax clearance, you will still need to file final state and federal tax returns.
The Articles of Dissolution is a document by which you request the state to officially dissolve your business. In some cases, the form may be called a certificate of dissolution or certificate of cancellation. The form usually asks you to provide information about your business and its members. You may also be required to indicate if and when assets have been distributed and debts have been paid.
Most states charge a fee for filing dissolution items, so be sure to include the correct amount.
Once approved, the state will send you a Certificate of Dissolution - keep this important document for your records.
Your state may require you to notify creditors before filing articles of dissolution. Creditors may include lenders, insurance companies, service providers and suppliers. Some states also require dissolved LLCs to publish a notice in their local newspaper.
Your notice to creditors should give them a deadline for submitting claims and tell them that claims submitted after the deadline will not be entertained. Your state's laws will specify the appropriate deadline, but it is usually between 90 and 180 days.
Although a notice to creditors is not mandatory, it is a good idea to send one. This will allow you to settle all your obligations and reduce the risk of your debts surfacing unexpectedly in the future.
Once you have paid your taxes and creditors, the remaining assets - including investments, profits and tangible property - can be distributed to the members of the LLC.
Your operating agreement (or state law, if you don't have one) will guide you on how to allocate assets among members.
At the end of the dissolution process, it is mandatory to close the bank accounts by sending the certificate of dissolution to your bank.
ExpertLLCUSA.com's staff is informed of the latest news and legal requirements in each state. This will ensure that you do not make any mistakes or omissions when dissolving your entity.
If you have any questions, do not hesitate to make an appointment (free of charge) with one of our specialists: he will answer all your questions regarding the dissolution of your company.
