The dissolution package contains all forms to dissolve a LLC or PLLC in Connecticut, step by step instructions, addresses, transmittal letters, and other information.
The dissolution package contains all forms to dissolve a LLC or PLLC in Connecticut, step by step instructions, addresses, transmittal letters, and other information.
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Dissolving an LLC in Connecticut refers to the official process of ending the legal existence of the company. It involves shutting down business operations and ceasing all business activities.
There can be several reasons for wanting to dissolve an LLC in Connecticut. It could be due to a change in business circumstances, retirement, partnership disputes, or simply wanting to move on to new ventures.
To dissolve an LLC in Connecticut, you need to follow these steps: 1. Hold a meeting and pass a resolution to dissolve the LLC. 2. File the Certificate of Dissolution with the Connecticut Secretary of State. 3. Comply with any tax requirements and settle outstanding debts. 4. Inform employees, creditors, and other relevant parties about the dissolution. 5. Cancel any permits, licenses, or registrations held by the LLC. 6. Close all business accounts and cancel any remaining obligations.
The cost of dissolving an LLC in Connecticut depends on various factors, such as filing fees and whether you hire a professional service. The filing fee for the Certificate of Dissolution is $50, but additional costs may apply for legal or accounting assistance.
After dissolution, the LLC's assets are typically liquidated to pay off outstanding debts and liabilities. Any remaining assets are distributed among the LLC's members according to their ownership percentages. If there are insufficient assets to cover debts, the members may be personally liable unless the LLC was properly structured as a limited liability company.
Connecticut does not have a specific deadline to dissolve an LLC. However, it's recommended to dissolve the LLC as soon as possible once you decide to cease business operations. This helps prevent ongoing legal and financial obligations.
Yes, it is possible to revive a dissolved LLC in Connecticut. You can apply for LLC reinstatement by filing the necessary paperwork and paying any applicable fees. However, the revival process may vary depending on the duration of the dissolution, outstanding obligations, and other factors.
Failing to properly dissolve an LLC in Connecticut can lead to various consequences, including continued legal and financial obligations. You may still be responsible for taxes, annual reports, and other compliance requirements. Additionally, the LLC's members may face personal liability for any outstanding debts or legal claims against the company.
Yes, you can dissolve an LLC in Connecticut even if it is involved in a lawsuit. However, you should consult with an attorney to understand the potential impact on the legal proceedings and ensure compliance with all necessary requirements.
The Connecticut Secretary of State's website provides resources and guides for dissolving an LLC. Additionally, you may seek professional assistance from attorneys, accountants, or business consultants familiar with Connecticut's dissolution process.
GENERAL STATUTES OF CONNECTICUT, §§ 34-158, 34-159, and 34-206 through 34-216
A Connecticut Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by forfeiture (administratively by the Secretary of State), or judicially. This summary addresses ONLY with the voluntary dissolution of a Connecticut LLC.
A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the occurrence of events specified
in writing in the articles of organization or operating agreement.
(2) Unless otherwise provided in writing in the articles of organization
or operating agreement, upon the affirmative vote, approval or consent
of at least a majority in interest of the members.
OR
(3) Entry of a decree of judicial dissolution.
Except as otherwise provided in writing in the operating agreement, the
business and affairs of the LLC may be wound up:
(1) By the members or managers who have authority to manage
the LLC prior to dissolution.
OR
(2) On application of any member or legal representative or assignee
thereof, by the superior court for the judicial district where the principal
office of the LLC is located, if one or more of the members or managers
of the LLC have engaged in wrongful conduct.
The persons winding up the business and affairs of the LLC may, in the
name of, and for and on behalf of, the LLC:
(1) Prosecute and defend suits.
(2) Settle and close the business of the LLC.
(3) Dispose of and transfer the property of the LLC.
(4) Discharge the liabilities of the LLC.
AND
(5) Distribute to the members any remaining assets of the LLC.
After dissolution of the LLC, each of the members having authority to wind
up the LLC's business and affairs can bind the LLC:
(1) By any act appropriate for winding up the LLC's business
and affairs or completing transactions unfinished at dissolution.
AND
(2) By any transaction that would have bound the LLC if it had not
been dissolved, if the other party to the transaction does not have notice
of the dissolution.
The filing of articles of dissolution is presumed to constitute notice
of dissolution.
Upon the winding up of a LLC, the assets must be distributed as follows:
(1) Payment, or adequate provision for payment, must be made
to creditors, including, to the extent permitted by law, members who are
creditors, in satisfaction of liabilities of the LLC.
(2) Unless otherwise provided in writing in an operating agreement,
to members or former members in satisfaction of liabilities for distributions
under sections 34-158 and 34- 159.
AND
(3) Unless otherwise provided in writing in an operating agreement,
to members and former members, first, for the return of their contributions
and second, respecting their membership interests, in proportions in which
the members share in distributions under section 34-158.
After the dissolution of a LLC, the LLC must file articles of dissolution
in the office of the Secretary of the State.
A dissolved LLC may dispose of the known claims against it by filing articles of dissolution and notifying its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:
(1) Describe the information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than one hundred twenty
days from the later of the effective date of the written notice or the
filing of articles of dissolution, by which the dissolved LLC must receive
the claim.
AND
(4) State that the claim will be barred if not received by the
deadline.
A claim against the dissolved LLC is barred if:
(1) A claimant who was given written notice pursuant to statute
does not deliver the claim to the dissolved LLC by the deadline.
OR
(2) A claimant whose claim was rejected by the dissolved LLC
does not commence a proceeding to enforce the claim within ninety days
from the effective date of the rejection notice.
A "claim" does not include a contingent liability or a claim based on an
event occurring after the effective date of dissolution.
A dissolved LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must:
(1) Be published once in a newspaper of general circulation
in the county where the dissolved LLC's principal office is or was located.
(2) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent.
AND
(3) State that a claim against the LLC will be barred unless
a proceeding to enforce the claim is commenced within three years after
the publication of the notice.
If the dissolved LLC publishes a newspaper notice in accordance with the
statutory provisions, and files articles of dissolution as required by
statute, the claim of each of the following claimants is barred unless
the claimant commences a proceeding to enforce the claim against the dissolved
LLC within three years after the later of the publication date of the newspaper
notice or the filing of the articles of dissolution:
(1) A claimant who did not receive the statutorily prescribed
written notice.
(2) A claimant whose claim was timely sent to the dissolved LLC but
not acted upon.
AND
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
Any claim not barred by statute may be enforced by a claimant, legal representative
or assignee against:
(1) The dissolved LLC to the extent of its undistributed assets.
OR
(2) If the assets of a dissolved LLC have been distributed in liquidation,
against one or more members of the dissolved LLC to the extent of their
pro rata shares of the claim or the assets of the LLC distributed to them
in liquidation, whichever is less. No member's total liability for
all claims can exceed the total amount of assets distributed to that member.
Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.
GENERAL STATUTES OF CONNECTICUT, §§ 34-158, 34-159, and 34-206 through 34-216
A Connecticut Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by forfeiture (administratively by the Secretary of State), or judicially. This summary addresses ONLY with the voluntary dissolution of a Connecticut LLC.
A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the occurrence of events specified
in writing in the articles of organization or operating agreement.
(2) Unless otherwise provided in writing in the articles of organization
or operating agreement, upon the affirmative vote, approval or consent
of at least a majority in interest of the members.
OR
(3) Entry of a decree of judicial dissolution.
Except as otherwise provided in writing in the operating agreement, the
business and affairs of the LLC may be wound up:
(1) By the members or managers who have authority to manage
the LLC prior to dissolution.
OR
(2) On application of any member or legal representative or assignee
thereof, by the superior court for the judicial district where the principal
office of the LLC is located, if one or more of the members or managers
of the LLC have engaged in wrongful conduct.
The persons winding up the business and affairs of the LLC may, in the
name of, and for and on behalf of, the LLC:
(1) Prosecute and defend suits.
(2) Settle and close the business of the LLC.
(3) Dispose of and transfer the property of the LLC.
(4) Discharge the liabilities of the LLC.
AND
(5) Distribute to the members any remaining assets of the LLC.
After dissolution of the LLC, each of the members having authority to wind
up the LLC's business and affairs can bind the LLC:
(1) By any act appropriate for winding up the LLC's business
and affairs or completing transactions unfinished at dissolution.
AND
(2) By any transaction that would have bound the LLC if it had not
been dissolved, if the other party to the transaction does not have notice
of the dissolution.
The filing of articles of dissolution is presumed to constitute notice
of dissolution.
Upon the winding up of a LLC, the assets must be distributed as follows:
(1) Payment, or adequate provision for payment, must be made
to creditors, including, to the extent permitted by law, members who are
creditors, in satisfaction of liabilities of the LLC.
(2) Unless otherwise provided in writing in an operating agreement,
to members or former members in satisfaction of liabilities for distributions
under sections 34-158 and 34- 159.
AND
(3) Unless otherwise provided in writing in an operating agreement,
to members and former members, first, for the return of their contributions
and second, respecting their membership interests, in proportions in which
the members share in distributions under section 34-158.
After the dissolution of a LLC, the LLC must file articles of dissolution
in the office of the Secretary of the State.
A dissolved LLC may dispose of the known claims against it by filing articles of dissolution and notifying its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:
(1) Describe the information that must be included in a claim.
(2) Provide a mailing address where a claim may be sent.
(3) State the deadline, which may not be fewer than one hundred twenty
days from the later of the effective date of the written notice or the
filing of articles of dissolution, by which the dissolved LLC must receive
the claim.
AND
(4) State that the claim will be barred if not received by the
deadline.
A claim against the dissolved LLC is barred if:
(1) A claimant who was given written notice pursuant to statute
does not deliver the claim to the dissolved LLC by the deadline.
OR
(2) A claimant whose claim was rejected by the dissolved LLC
does not commence a proceeding to enforce the claim within ninety days
from the effective date of the rejection notice.
A "claim" does not include a contingent liability or a claim based on an
event occurring after the effective date of dissolution.
A dissolved LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must:
(1) Be published once in a newspaper of general circulation
in the county where the dissolved LLC's principal office is or was located.
(2) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent.
AND
(3) State that a claim against the LLC will be barred unless
a proceeding to enforce the claim is commenced within three years after
the publication of the notice.
If the dissolved LLC publishes a newspaper notice in accordance with the
statutory provisions, and files articles of dissolution as required by
statute, the claim of each of the following claimants is barred unless
the claimant commences a proceeding to enforce the claim against the dissolved
LLC within three years after the later of the publication date of the newspaper
notice or the filing of the articles of dissolution:
(1) A claimant who did not receive the statutorily prescribed
written notice.
(2) A claimant whose claim was timely sent to the dissolved LLC but
not acted upon.
AND
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
Any claim not barred by statute may be enforced by a claimant, legal representative
or assignee against:
(1) The dissolved LLC to the extent of its undistributed assets.
OR
(2) If the assets of a dissolved LLC have been distributed in liquidation,
against one or more members of the dissolved LLC to the extent of their
pro rata shares of the claim or the assets of the LLC distributed to them
in liquidation, whichever is less. No member's total liability for
all claims can exceed the total amount of assets distributed to that member.
Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.