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Written by : Denny Beaudrie
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welcome back today we're going to talk about how to dissolve or end an LLC I'm mark light--i from the light a law firm let's get started in some ways dissolving an LLC is similar to starting an LLC technically it's as simple as going on the Secretary of State's website for your state and registering a form that you can do quickly and easily online currently in Colorado the fee for that form is $25 but in addition to just simply going on and filing that form online you also need to consider all different sorts of winding up considerations for your LLC so first start with the operating agreement what is the operating agreement say about dissolution dissolving your LLC if you are a multi-member LLC meaning you have partners who has to agree to the disillusion is there a majority vote does it have to be a unanimous vote or what by default the LLC statute in Colorado says that unanimous agreement of the members of an LLC is sufficient to allow the LLC to dissolve in addition to looking at your operating agreement and making sure that you have the authority to dissolve the LLC you will also want to document any vote that occurs between members to make sure that all the members are in agreement and that it is documented so you can prove it later that everybody agreed to dissolve this LLC now winding up your LLC also includes things such as closing your bank accounts distributing all the assets of your LLC and then you have to figure out if your LLC also has outstanding liabilities are there lawsuits pending against you do you have creditors are you in debt as an LLC if so you are not required to provide a formal notice to your creditors but doing so can be prudent because it can help protect you because it starts the clock ticking for when your creditors can try to come after the LLC or potentially you for those liabilities you'll also need to take into consideration any debts the LLC has if you are distributing assets and paying out all of the former members of the LLC if there is a claim a lawsuit even a potential lawsuit against you you have to be very careful about taking or giving distributions from your LLC and taking the money out of it because you don't want it to look like you are trying to avoid judgment against you that can have serious consequences but the actual process of dissolving your LLC is super simple you check with your operating agreement to make sure you are following your own rules about how to dissolve and then you simply file a statement of dissolution on your State Secretary of State's website thanks for watching and please remember to click like and subscribe to help keep legal education free for small business owners I'm a hundred percent I'm always
Thanks for your comment Mathilda Mccorry, have a nice day.
- Denny Beaudrie, Staff Member
the Secretary of State answers frequently asked questions for Business Corporations receiving notices of grounds for administrative disillusion or revocation if he received a notice of grounds postcard in the mail and you have questions about the notice please view this video if you're a registered agent for a company please forward the notice to the company's principal office why did I get a notice you're missing at least one annual report annual reports are due on the 15th day of the fourth month following the fiscal year end for example if your fiscal year ends in December your annual report is due April 15th for example if today is August 30th 2018 and your company started or was authorized in North Carolina to transact business in 2015 with a fiscal year end of December 31st 2015 you should have three annual reports on file now the first annual report was due in 2016 or fiscal year in 2015 the second annual report was due in 2017 or fiscal year in 2016 and the third annual report was due in 2018 fiscal year end of 2017 if you received a notice you are not current on the annual report violence what is an annual report it's a report that all business corporations doing business in North Carolina must file each year directly with the North Carolina Secretary of State's office it can be filed online at SOS NC gov and paid by credit card the fee is $20 why do I have to file the annual report it's required by North Carolina law the report provides information about your company that citizens doing business with your company have the right to know such as the name and address of your registered agent where the company's headquarters is located a telephone number to reach you and the names and addresses of the company officials I always send my annual report to the North Carolina Department of Revenue with my tax return can I still do that no North Carolina State law has changed to streamline the business corporation annual report filing process the new law requires all corporate annual reports beginning with tax year 2017 to be filed directly with the Secretary of State's office that means the fiscal year end 2017 report must be filed with us how can I find out which report is missing go to our website at SOS NC gov and search our database click on divisions and click on search for business under the business registration header enter your company name and the search criteria for this example we'll use the company name test the listing of entities will appear scroll down the list so you find the entity you're looking for if you hover over the computer screen icon it will indicate file an annual report or amend an annual report click the computer screen icon to file an annual report when you are ready to file the annual report online click the bar file most recent annual report my company closed a long time ago can I ignore this notice no if you received a notice it means your company is still active on our records you don't have to file an annual report but you do need to close it by filing articles of disillusion with us articles in disillusion is form that officially closes the company on the Secretary of State's records if your company is a foreign entity that is was formed in a state outside of North Carolina you must file an application for certificate of withdrawal to withdrawal from the North Carolina business registry my company didn't make any money last year do I still have to file the report yes the annual report is due regardless of the Corporations level of activity or profit the annual report is not a financial statement it is a separate report that all Business Corporations are required to file with the North Carolina Secretary of State's office filing a tax return with the North Carolina Department of Revenue does not satisfy this requirement my company is not active now but I may use it in the future can I keep the company name and change it to inactive status no if you want to maintain the corporation and the rights to the name you must file the annual report and pay the fee there is no inactive status on the Secretary of State's records how long do I have to respond to the notice you have 60 consecutive days from the date of the notice if the nevus is dated October 14th you haven't told December 13th that to file the missing reports what happens if I don't respond a company that fails to file an annual report will be administratively dissolved or revoked to reinstate an administrative we dissolved company has to file all overdue annual reports as well as an application for reinstatement which carries a $100 fee a revoked company must rely on our records by filing an application for certificate of authority and one annual report the total amount due is 275 dollars that's two hundred and fifty for the application fee and twenty-five for the annual port fee please take action now it's easier to file a delinquent report than to reinstate a corporation after it's been administratively dissolved or revoked under the North Carolina business corporation act administratively dissolved entities may only conduct the business that's necessary to wind up the corporation's affairs a foreign entity that said it's certificate of authority revoked is no longer authorized to transact business in North Carolina please refer to article 15 of the North Carolina business corporation act pro consequences of transacting business without Authority for more information call customer service at nine one nine eight one four five four zero zero or email notice at SOS NC govt
Thanks argent01O your participation is very much appreciated
- Denny Beaudrie
About the author
I've studied composition studies at Black Hills State University in Spearfish and I am an expert in occult. I usually feel disappointed. My previous job was bank teller I held this position for 15 years, I love talking about tether car and hobby horsing. Huge fan of Ariana Grande I practice equestrian and collect baseball cards.
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