An independent legal business entity that exists outside its members is a limited liability company (LLC). An LLC continues to exist until its members file a dissolution and the Secretary of State approves the filing in the state of Nevada. Before filing the dissolution paperwork, the LLC’s members must take several steps that we at Kajioka & Associates, Attorneys at Law would like to share today.
Steps of LLC Business Dissolution
1) The articles of organization need to be reviewed. Either the articles of organization or the operating agreement for a Nevada LLC contemplates dissolution of the LLC, more often than not. In compliance with those provisions, the LLC can be dissolved. Before distributing assets upon dissolution of the LLC, the articles or operating agreement might require the LLC to repay any capital contributions for instance. Additionally, the documents may allow one of the members to continue operation of the business. The company must meet a number of legal requirements when dissolving an LLC in the state of Nevada, regardless.
2) A meeting of the members needs to be held. Call a meeting of the members of the LLC to dissolve an LLC in the state of Nevada. For its dissolution, the members of the LLC must adopt a resolution calling. This is memorialized in writing, preferably. The LLC must pay all debts and distribute its remaining assets, further. It can be helpful for the members to appoint a manager or a single member of the LLC to oversee wrapping up the business when dissolving an LLC. The best practice is to memorialize the appointment in writing as the members of the LLC must formally approve this action.
3) Ensure the articles of dissolution is completed. Accessing the website of the Nevada Secretary of State, and find Dissolution of Limited-Liability company is the next step. Complete the online articles since the document requires the signature of a manager or member. The signer states that the LLC has paid its debts and distributed all remaining assets by signing the articles of dissolution.
4) The appropriate fees are required. The amount of the fee for filing the articles of dissolution is provided by the website as well. When you file the articles of dissolution for the LLC, pay the fee. You can file the articles of dissolution and pay the fee by mail, online, or in person. The dissolution of the LLC is official and complete when the state of Nevada accepts the dissolution paperwork.
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The company must call a meeting of the members, and the members must pass a resolution to dissolve the LLC to dissolve an LLC in Nevada. For procedures relating to dissolution of the company, they must consult the articles of organization and any operating agreement. When dissolving the LLC, members must comply with the terms of those documents. The LLC must pay all debts and then distribute the remaining assets. Available on the website of the Nevada Secretary of State are articles of dissolution for an LLC. The articles are signed by the manager or one of the LLC’s members after it is completed. The appropriate fee must be paid upon the filing of the articles of dissolution. When accepted by the state of Nevada, the dissolution of the LLC is official. You should have legal counsel in these situations. Call the professionals of Kajioka & Associates, Attorneys at Law and we can help you.
