The Wyoming Resolution of Meeting of LLC Members to Dissolve the Company is an important legal document that outlines the actions and decisions made by the members of a Limited Liability Company (LLC) in the state of Wyoming when they decide to dissolve the company. This resolution outlines the agreed-upon steps and procedures that need to be followed in order to dissolve the LLC in compliance with Wyoming state law. Keywords: Wyoming, Resolution of Meeting, LLC Members, Dissolve the Company, types There are several types of Wyoming Resolutions of Meeting of LLC Members to Dissolve the Company that can be categorized based on the circumstances of the dissolution. These may include: 1. Voluntary Dissolution: This type of resolution is passed when the members voluntarily decide to dissolve the LLC. It is commonly seen when the LLC accomplishes its goals, faces financial difficulties, wants to pursue other ventures, or is no longer viable. 2. Involuntary Dissolution: In rare cases, an LLC may be dissolved involuntarily by court order or government actions due to violations of state laws, failure to comply with annual filings, or other legal issues. In such cases, the resolution includes the reasons behind the involuntary dissolution. 3. Dissolution by Expulsion or Expiry: This type of resolution is applicable when a member is expelled from the LLC or when the LLC operates under a specified time frame that expires. The resolution will outline the circumstances leading to the member's expulsion or the expiration of the LLC. 4. Dissolution by Merger or Acquisition: If the LLC merges with another entity or is acquired by another company, the resolution will detail the steps taken to dissolve the existing LLC as part of the merger or acquisition process. This includes agreement terms, approvals, and any necessary legal actions. The Wyoming Resolution of Meeting of LLC Members to Dissolve the Company typically includes several crucial elements: 1. Identification of the LLC: The full legal name of the LLC, its registered address, and the date of the resolution. 2. Purpose of the Resolution: A statement that explicitly states the intention to dissolve the LLC and the corresponding reasons or circumstances behind this decision. 3. Approval of Members: A section where members declare their support for the resolution and officially vote on the dissolution. The resolution should specify any required percentage of member approval, based on the LLC's Operating Agreement or Wyoming laws. 4. Appointment of a Dissolution Manager or Committee: If necessary, the resolution may appoint one or more individuals responsible for overseeing the dissolution process, including the collection and distribution of assets, resolving debts and liabilities, and filing the necessary paperwork with the state authorities. 5. Distribution of Assets: This section outlines how the LLC's assets, both tangible and intangible, will be distributed among the members or other beneficiaries. It may also address the settlement of any outstanding debts or obligations. 6. Legal Actions and Notifications: The resolution should highlight the steps to be taken to comply with Wyoming state laws regarding notifying creditors, settling legal disputes, filing final tax returns, and officially terminating the LLC's existence. It is essential to consult with an attorney or legal professional to ensure that the Wyoming Resolution of Meeting of LLC Members to Dissolve the Company is drafted, executed, and filed correctly in accordance with state laws and the LLC's Operating Agreement.
Wyoming Resolution of Meeting of LLC Members to Dissolve the Company
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These terms are often used interchangeably, but have distinct legal meanings. Dissolution is the winding up of the affairs of the entity in advance of the termination of the entity. Termination of the entity occurs when the entity ceases to legally exist.
How to Dissolve an LLCVote to Dissolve the LLC. Members who decide to dissolve the company are taking part in something called a voluntary dissolution.File Your Final Tax Return.File an Article of Dissolution.Settle Outstanding Debts.Distribute Assets.Conduct Other Wind Down Processes.
To close an LLC completely, you need to file a final tax return with the state and the IRS. Make sure you check the box to show this is the final return for the LLC. Fill out Schedule K-1 and give a copy to each member so that they know what to report on their own personal taxes in terms of losses and gains.
Dissolution generally occurs when the business purpose of the LLC is completed or ceases to be economically viable. The members may also agree to dissolve the LLC if they are at an impasse regarding fundamental decisions concerning the LLC's business operations.
A formal dissolution requires submitting Articles of Dissolution and a $50 check to the Wyoming Secretary of State. Once received, there is a 3-5 day processing time before the documents are filed online and the company is formally closed.
How do you dissolve a Wyoming Limited Liability Company? To dissolve your Wyoming LLC, you must submit in duplicate the completed Limited Liability Company Articles of Dissolution form to the Secretary of State by mail or in person, along with the filing fee.
There is a $50 fee to file articles of dissolution. Your filing usually will be processed within one week. An articles of dissolution form is available for download from the SOS website.
What do I have to do before I Dissolve a Wyoming Corporation?Hold a Directors meeting and record a resolution to Dissolve the Wyoming Corporation.Hold a Shareholder meeting to approve Dissolution of the Wyoming Corporation.File all required Annual Reports with the Wyoming Secretary of State.Clear up any business debt.More items...
