- 1). Review the original operating agreement and any amendments to ascertain the provisions to dissolve the LLC.
- 2). Meet with the other members and discuss the terms of the dissolution. Come to an agreement to distribute any assets remaining after the bankruptcy. Draft a resolution authorizing the actions discussed at the meeting. Obtain the signature of each member.
- 3). Discontinue operation of the LLC. This step in itself is not sufficient to close the company as an active LLC must continue to pay fees to the state. Simply letting these fees lapse could lead to penalties.
- 4). Pay any outstanding fees to the state or federal government related to the LLC. Make sure to satisfy all legal fees related to the bankruptcy. Failure to do so could result in seizure of remaining assets or the transfer of liability to the individual members.
- 5). Draft articles of dissolution (also known as a certificate of dissolution or certificate of cancellation). This document outlines the plan for the dissolution of the company and distribution of assets.
- 6). File the articles of dissolution with the state of operation. The specific office varies, but it is typically the secretary of state or department of treasury. Procedure and fees vary by state.
- 7). Distribute any remaining assets per the articles of dissolution.
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