Wednesday, July 22, 2009

I want to cancel my LLC. May I just file a paper with the State?

1. An LLC may be dissolved and its affairs shall be wound up upon the happening of a vote of a majority in interest of the members.

2. You will need a list of all known creditors and claimants of the LLC. In the event of a dissolution of the LLC, the manager(s) may wind up the LLC's affairs and shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the LLC.

3. After determining that all the known debts and liabilities of the LLC in the process of winding up, including, without limitation, debts and liabilities to members, if you are creditors of the LLC, have been paid or adequately provided for, the remaining assets shall be distributed among the members according to their respective rights and preferences. There may be no remaining assets to be distributed to the members.

4. A clearly marked "FINAL" Franchise Tax Return must be filed for the LLC.

5. The LLC will nevertheless continue to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it in order to collect and discharge obligations, disposing of and conveying its property, and collecting and dividing its assets. The LLC shall not continue business except so far as necessary for the winding up thereof.

6. If a dissolution is made by the vote of all members, and a statement to that effect is added to the certificate of cancellation of articles of organization, the separate prior filing of a certificate of dissolution is not required. The certificate of cancellation of articles of organization shall set forth all of the following:

a. The name of the LLC and the Secretary of State's file number.

b. That a final franchise tax return, or a final annual tax return has been or will be filed with the Franchise Tax board.

c. The Secretary of State shall notify the Franchise Tax Board of the filing.

IMPORTANT DISCLAIMER: The above material does not constitute legal advice and should not be relied on. It does not create an attorney-client relationship. Each locality has differing laws. A legal matter cannot be satisfactorily resolved without a comprehensive review and analysis of all the unique facts and laws at issue by an able attorney. Your matter may result in a loss of rights if you do not timely retain such an attorney. For more information, please visit:

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