The LLC dissolution package contains all forms to dissolve a LLC or PLLC in Alabama, step by step instructions, addresses, transmittal letters, and other information.
The LLC dissolution package contains all forms to dissolve a LLC or PLLC in Alabama, step by step instructions, addresses, transmittal letters, and other information.
Alabama Limited Liability Company LLC Formation Package
Single Member Limited Liability Company LLC Operating Agreement
LLC Notices, Resolutions and other Operations Forms Package
Notice of Meeting of Members of LLC Limited Liability Company to consider dissolution of company
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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.
Termination: All that must be done has been done This document may be called articles of termination, articles of cancellation, or a similar name. In it, the LLC has to state that all debts and liabilities have been paid or provided for and any remaining assets distributed.
To dissolve your limited liability company in Alabama, you must provide the completed original and two copies of the Domestic LLC Articles of Dissolution form to the Judge of Probate in the county where the original Certificate of Formation was recorded, by mail or in person. The filer's original signature is required.
Articles of Dissolution California How to Dissolve a Corporation in California.Hold a Board Meeting With a Motion and Vote.File a Certificate of Dissolution With the California Secretary of State.Advise Federal and State Tax Agencies of the Corporation Dissolution.Give Notice to Creditors and Other Claimants.
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.
Yes, you can print the Articles of Dissolution form (PDF) for your business entity, and mail it with a check or money order payment. All payments by credit card must file the dissolution online.
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.
A: While the state of Florida doesn't require you to file one along with your Articles of Dissolution, a Notice of Limited Liability Company Dissolution provides anyone with claims against the LLC with an address that they can send their claims to.
Decide to close a business. Get expert advice. File dissolution documents. Cancel registrations, permits, licenses, and business names. Comply with employment and labor laws. Resolve financial obligations.
Steps to dissolve, surrender, or cancel a California business entity File all delinquent tax returns and pay all tax balances, including any penalties, fees, and interest. File the final/current year tax return.Cease doing or transacting business in California after the final taxable year.
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.
Termination: All that must be done has been done This document may be called articles of termination, articles of cancellation, or a similar name. In it, the LLC has to state that all debts and liabilities have been paid or provided for and any remaining assets distributed.
To dissolve your limited liability company in Alabama, you must provide the completed original and two copies of the Domestic LLC Articles of Dissolution form to the Judge of Probate in the county where the original Certificate of Formation was recorded, by mail or in person. The filer's original signature is required.
Articles of Dissolution California How to Dissolve a Corporation in California.Hold a Board Meeting With a Motion and Vote.File a Certificate of Dissolution With the California Secretary of State.Advise Federal and State Tax Agencies of the Corporation Dissolution.Give Notice to Creditors and Other Claimants.
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.
Yes, you can print the Articles of Dissolution form (PDF) for your business entity, and mail it with a check or money order payment. All payments by credit card must file the dissolution online.
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.
A: While the state of Florida doesn't require you to file one along with your Articles of Dissolution, a Notice of Limited Liability Company Dissolution provides anyone with claims against the LLC with an address that they can send their claims to.
Decide to close a business. Get expert advice. File dissolution documents. Cancel registrations, permits, licenses, and business names. Comply with employment and labor laws. Resolve financial obligations.
Steps to dissolve, surrender, or cancel a California business entity File all delinquent tax returns and pay all tax balances, including any penalties, fees, and interest. File the final/current year tax return.Cease doing or transacting business in California after the final taxable year.
A Dissolution Package is a set of legal documents and forms required to officially shut down a Limited Liability Company (LLC) in Birmingham, Alabama.
There are various reasons for dissolving an LLC, such as the business has ceased operations, the owners want to retire or pursue other ventures, or there is a need to terminate the company's legal and financial obligations.
Typically, if your LLC no longer conducts business, has paid off its debts, and has obtained proper approvals from members or managers, it is eligible for dissolution. Consulting with a legal professional is recommended to ensure compliance with all requirements.
The Dissolution Package usually includes a Certificate of Dissolution, an LLC Termination Agreement, and any additional required forms or resolutions specific to Birmingham, Alabama.
The Dissolution Package can be obtained from the office of the Alabama Secretary of State or through various online legal service providers.
Yes, there are usually filing fees associated with the dissolution process. These fees can vary depending on the state and the complexity of the LLC's financial situation.
VOLUNTARY DISSOLUTION
ALABAMA
STATUTORY REFERENCE
CODE OF ALABAMA, Title 10, Article 7, §§ 10-12-37 through
10-12-44 (Dissolution)
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NOTE: THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A limited liability company is dissolved and its affairs shall be wound
up upon occurrence of the first of the following events:
(1) Events specified in the articles of organization or the
operating agreement.
(2) Written consent of all members to dissolve.
(3) When there is no remaining member, unless either of the following
applies:
a. The holders of all the financial rights in the limited liability
company agree in writing, within 90 days after the cessation of membership
of the last member, to continue the legal existence and business of the
limited liability company and to appoint one or more new members.
b. The legal existence and business of the limited liability company
is continued and one or more new members are appointed in the manner stated
in the operating agreement or articles of organization.
(4) When the limited liability company is not the successor limited liability
company in the merger or consolidation with one or more limited liability
companies or other entities.
(5) Entry of a decree of judicial dissolution under §10-12-38.
Except as otherwise provided in the articles of organization or
the operating agreement, the members who have not wrongfully dissolved
a limited liability company may wind up the limited liability company's
business and affairs.
A person winding up a limited liability company's business may:
(1) Preserve the company business or property as a going concern
for a reasonable time;
(2) Prosecute and defend actions and proceedings, whether civil, criminal,
or administrative;
(3) Settle and close the limited liability company's business;
(4) Dispose of and transfer property; discharge the limited liability
company's liabilities; distribute the assets of the limited liability company
pursuant to §10-12-41; and
(5) Perform other necessary and appropriate acts.
A dissolved limited liability company continues its existence but
may not carry on any business except that necessary or appropriate to wind
up and liquidate its business and affairs.
Dissolution of a limited liability company does not:
(1) Transfer title to the limited liability company assets.
(2) Terminate or suspend a proceeding pending by or against the limited
liability company on the effective date of dissolution.
(3) Terminate the authority of the registered agent of the limited
liability company.
Upon the winding up of a limited liability company, the assets of
the limited liability company must be distributed in the following order
of priority:
(1) To creditors (including members who are creditors to the
extent allowed by law) in order of priority as provided by law, except
those liabilities to members of the limited liability company for interim
distributions or on account of their contributions.
(2) Except as otherwise provided in the articles of organization or
the operating agreement, to members of the limited liability company and
former members for interim distributions and in respect of their contributions.
(3) Except as otherwise provided in the articles of organization or
the operating agreement, to members first for the return of their contributions
and second with respect to their interests in the limited liability company,
in the proportions in which the members share in distributions.
After the dissolution of the limited liability company, the limited
liability company must file articles of dissolution in the office of the
probate judge of the county in which the articles of organization were
filed. The articles of dissolution must set forth:
(1) The name of the limited liability company.
(2) The date of filing its articles of organization.
(3) The reason for filing the articles of dissolution.
(4) The effective date of the articles of dissolution (this must be
a date certain if the articles are not to be effective immediately).
(5) Any other information the members or managers filing the articles
deem appropriate.
The articles of dissolution and two copies must be filed with the
judge of probate. If the judge of probate finds that the articles of dissolution
conform to law and that all fees have been paid, the judge of probate must:
(1) Endorse on the articles of dissolution and on each copy
the word "Filed" and the hour, day, month, and year of the filing.
(2) File the articles of dissolution in the office of the judge of
probate and certify two copies.
(3) Issue a certificate of dissolution to which a certified copy of
the articles of dissolution shall be affixed, and return the certificate
of dissolution with the certified copy of the articles of dissolution affixed
to the representative of the dissolved limited liability company.
(4) Within 10 days after the issuance of a certificate of dissolution,
transmit to the Secretary of State a certified copy of the articles of
dissolution, indicating the place, date, and time of filing of the certificate.
After filing the Articles of Dissolution, a limited liability company
may dispose of the known claims against it by notifying its known claimants
in writing of the dissolution. The written notice must:
(1) Describe 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 less than 120 days from the
date of mailing of the written notice, by which the dissolved limited liability
company shall receive the claim.
(4) State that the claim shall be barred if not received by the deadline.
A claim against the dissolved limited liability company is barred
in either of the following circumstances:
(1) If a claimant who was given written notice does not deliver
the claim to the dissolved limited liability company by the deadline.
(2) If a claimant whose claim was rejected in writing by the dissolved
limited liability company does not commence a proceeding to enforce the
claim within 180 days from the 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 limited liability company may publish notice of its dissolution
which requests that persons with claims against the limited liability company
present them in accordance with the notice. The notice must:
(1) Be published one time in a newspaper of general circulation
in the county where the dissolved limited liability company's principal
office (or, if none in this state, its registered office) is or was last
located.
(2) Describe the information that shall be included in a claim and
provide a mailing address where the claim may be sent.
(3) State that articles of dissolution have been filed for the limited
liability company.
(4) State that a claim against the limited liability company shall
be barred unless a proceeding to enforce the claim is commenced within
two years after the publication of the notice.
If a dissolved limited liability company publishes a newspaper notice
in and files articles of dissolution pursuant to statutory procedures,
the claim of each of the following claimants is barred unless the claimant
commences a proceeding to enforce the claim against the dissolved limited
liability company within two years after the publication date of the newspaper
notice:
(1) A claimant who did not receive written notice.
(2) A claimant whose claim was timely sent to the dissolved limited
liability company but not acted on.
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
A claim may be enforced:
(1) Against the dissolved limited liability company, to the
extent of its undistributed assets.
(2) If part or all the limited liability company assets have been distributed
in liquidation, against a member of the dissolved limited liability company
to the extent of the member's pro rata share of the claim or the assets
of the limited liability company distributed to the member in liquidation,
whichever is less. If a member's total liability for all claims determined
under the preceding sentence exceeds the total amount of assets distributed
to the member in liquidation, then the member's liability on each claim
is limited to an amount determined by multiplying the assets distributed
in liquidation by a fraction, the numerator of which is the claim and the
denominator of which is the total of all the claims.
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.
VOLUNTARY DISSOLUTION
ALABAMA
STATUTORY REFERENCE
CODE OF ALABAMA, Title 10, Article 7, §§ 10-12-37 through
10-12-44 (Dissolution)
ÂÂ
NOTE: THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A limited liability company is dissolved and its affairs shall be wound
up upon occurrence of the first of the following events:
(1) Events specified in the articles of organization or the
operating agreement.
(2) Written consent of all members to dissolve.
(3) When there is no remaining member, unless either of the following
applies:
a. The holders of all the financial rights in the limited liability
company agree in writing, within 90 days after the cessation of membership
of the last member, to continue the legal existence and business of the
limited liability company and to appoint one or more new members.
b. The legal existence and business of the limited liability company
is continued and one or more new members are appointed in the manner stated
in the operating agreement or articles of organization.
(4) When the limited liability company is not the successor limited liability
company in the merger or consolidation with one or more limited liability
companies or other entities.
(5) Entry of a decree of judicial dissolution under §10-12-38.
Except as otherwise provided in the articles of organization or
the operating agreement, the members who have not wrongfully dissolved
a limited liability company may wind up the limited liability company's
business and affairs.
A person winding up a limited liability company's business may:
(1) Preserve the company business or property as a going concern
for a reasonable time;
(2) Prosecute and defend actions and proceedings, whether civil, criminal,
or administrative;
(3) Settle and close the limited liability company's business;
(4) Dispose of and transfer property; discharge the limited liability
company's liabilities; distribute the assets of the limited liability company
pursuant to §10-12-41; and
(5) Perform other necessary and appropriate acts.
A dissolved limited liability company continues its existence but
may not carry on any business except that necessary or appropriate to wind
up and liquidate its business and affairs.
Dissolution of a limited liability company does not:
(1) Transfer title to the limited liability company assets.
(2) Terminate or suspend a proceeding pending by or against the limited
liability company on the effective date of dissolution.
(3) Terminate the authority of the registered agent of the limited
liability company.
Upon the winding up of a limited liability company, the assets of
the limited liability company must be distributed in the following order
of priority:
(1) To creditors (including members who are creditors to the
extent allowed by law) in order of priority as provided by law, except
those liabilities to members of the limited liability company for interim
distributions or on account of their contributions.
(2) Except as otherwise provided in the articles of organization or
the operating agreement, to members of the limited liability company and
former members for interim distributions and in respect of their contributions.
(3) Except as otherwise provided in the articles of organization or
the operating agreement, to members first for the return of their contributions
and second with respect to their interests in the limited liability company,
in the proportions in which the members share in distributions.
After the dissolution of the limited liability company, the limited
liability company must file articles of dissolution in the office of the
probate judge of the county in which the articles of organization were
filed. The articles of dissolution must set forth:
(1) The name of the limited liability company.
(2) The date of filing its articles of organization.
(3) The reason for filing the articles of dissolution.
(4) The effective date of the articles of dissolution (this must be
a date certain if the articles are not to be effective immediately).
(5) Any other information the members or managers filing the articles
deem appropriate.
The articles of dissolution and two copies must be filed with the
judge of probate. If the judge of probate finds that the articles of dissolution
conform to law and that all fees have been paid, the judge of probate must:
(1) Endorse on the articles of dissolution and on each copy
the word "Filed" and the hour, day, month, and year of the filing.
(2) File the articles of dissolution in the office of the judge of
probate and certify two copies.
(3) Issue a certificate of dissolution to which a certified copy of
the articles of dissolution shall be affixed, and return the certificate
of dissolution with the certified copy of the articles of dissolution affixed
to the representative of the dissolved limited liability company.
(4) Within 10 days after the issuance of a certificate of dissolution,
transmit to the Secretary of State a certified copy of the articles of
dissolution, indicating the place, date, and time of filing of the certificate.
After filing the Articles of Dissolution, a limited liability company
may dispose of the known claims against it by notifying its known claimants
in writing of the dissolution. The written notice must:
(1) Describe 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 less than 120 days from the
date of mailing of the written notice, by which the dissolved limited liability
company shall receive the claim.
(4) State that the claim shall be barred if not received by the deadline.
A claim against the dissolved limited liability company is barred
in either of the following circumstances:
(1) If a claimant who was given written notice does not deliver
the claim to the dissolved limited liability company by the deadline.
(2) If a claimant whose claim was rejected in writing by the dissolved
limited liability company does not commence a proceeding to enforce the
claim within 180 days from the 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 limited liability company may publish notice of its dissolution
which requests that persons with claims against the limited liability company
present them in accordance with the notice. The notice must:
(1) Be published one time in a newspaper of general circulation
in the county where the dissolved limited liability company's principal
office (or, if none in this state, its registered office) is or was last
located.
(2) Describe the information that shall be included in a claim and
provide a mailing address where the claim may be sent.
(3) State that articles of dissolution have been filed for the limited
liability company.
(4) State that a claim against the limited liability company shall
be barred unless a proceeding to enforce the claim is commenced within
two years after the publication of the notice.
If a dissolved limited liability company publishes a newspaper notice
in and files articles of dissolution pursuant to statutory procedures,
the claim of each of the following claimants is barred unless the claimant
commences a proceeding to enforce the claim against the dissolved limited
liability company within two years after the publication date of the newspaper
notice:
(1) A claimant who did not receive written notice.
(2) A claimant whose claim was timely sent to the dissolved limited
liability company but not acted on.
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
A claim may be enforced:
(1) Against the dissolved limited liability company, to the
extent of its undistributed assets.
(2) If part or all the limited liability company assets have been distributed
in liquidation, against a member of the dissolved limited liability company
to the extent of the member's pro rata share of the claim or the assets
of the limited liability company distributed to the member in liquidation,
whichever is less. If a member's total liability for all claims determined
under the preceding sentence exceeds the total amount of assets distributed
to the member in liquidation, then the member's liability on each claim
is limited to an amount determined by multiplying the assets distributed
in liquidation by a fraction, the numerator of which is the claim and the
denominator of which is the total of all the claims.
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.