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To voluntarily dissolve the LLC, the first thing you need to do is check the administrative papers. These are the certificate of formation and an operating agreement. One of these two documents will probably have the rules of dissolution listed within.
The usual method present in the establishment documents is to call an all members meeting and acquire votes on a resolution to dissolve the LLC. A majority of members should agree to vote in favor of dissolution for the process to progress. Make sure to complete any legal requirements. It is essential to notify partners of the meeting in advance and reserve a particular time to commence the session and vote.
Additionally, whether stated in the certificate of formation and operation agreement or not, the Alabama LLC Act permits another equivalent method for dissolution. It requires a written agreement signed by all members to dissolve the corporation.
If the LLC is a family-owned entity or an individual runs the operations, the owner can directly file the Articles of Dissolution with the AL Secretary of State.
In either case, it is crucial to transcribe and compile the minutes of the meeting or make a copy of the written agreement for proof, just in case. Public announcement of the dissolution is not obligatory.
Dissolving the LLC alone does not free the entity from other legal proceedings. It is a one-time process but is time-consuming. Make sure to appoint someone who can get things done efficiently. These are the next series of requirements to fulfill.
The final step involves post-dissolution tasks such as handling assets, closures, and legal terminations. Make sure to:
If your company operates beyond the state of Alabama, terminate all those entities before the domestic LLC dissolves. Each state has its laws for the dissolution of LLCs, and you must comply with the rules and fulfill all requirements before moving to the parent company.
You will file Articles of Dissolution with the office of the judge of probate of the county, where the certificate of formation occurred. The articles contain the following information:
Submit the original articles along with two copies to the judge of probate. The cost of filing Articles of Dissolution with the Secretary of State is $100 along with the judge of probate’s office fee.
Once the judge at the probate’s office confirms the articles comply with Alabama law, the office will send a certified copy to the Secretary of State. It takes about ten days after filing the dissolution.
The LLC name will be available for others to use after 120 days of dissolution approval by the AL Secretary of State.
The Incorporation Academy is run by a group of entrepreneurs who know the difficulties of starting and running a business. We are dedicated to helping businesses get started correctly and run more efficiently.
