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Connecticut Dissolution Package to Dissolve Limited Liability Company...

Connecticut Dissolution Of Llc

Category:

Limited Liability Company - Dissolution

State:

Connecticut

Control #:

CT-DP-LLC-0001

Format:

Instant download

Description

The Connecticut dissolution of LLC form packet provides a structured process for the voluntary dissolution of a Limited Liability Company in Connecticut. It outlines the grounds for dissolution, which include stipulations in the articles of organization or operating agreement, majority member consent, or judicial decree. Key features of the packet include steps for completing the Notice of Dissolution, articles of dissolution, and notifying claimants about the dissolution. Each form requires clarity in filling out such as providing the LLC name, reasons for dissolution, and appropriate signatures. The utility of this form is significant for various target audiences: Attorneys can assist clients in legal compliance; Partners and Owners can facilitate smooth business closures; Associates and Paralegals can manage documentation; and Legal Assistants can guide users through administrative processes. Special attention to deadlines and notification requirements ensures all stakeholders are informed and claims are appropriately handled, safeguarding against potential legal issues after dissolution.

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How to fill out Connecticut Dissolution Package To Dissolve Limited Liability Company LLC?

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FAQ

Connecticut SOTS does not require original signatures on your articles of dissolution. Submit your documents to SOTS by mail, fax or in person. Connecticut SOTS accepts walked in documents between am and pm, Monday-Friday.

After the necessary corporate action has been taken to authorize the dissolution, a Certificate of Dissolution must be filed with the Secretary of the State. Following dissolution, the affairs of the corporation must be wound up in the manner provided in The Connecticut Revised Nonstock Corporation Act.

Provide relevant details regarding the reasons for dissolution, such as financial difficulties, irreconcilable differences, or changing circumstances. Include any necessary legal or contractual references, if applicable, to ensure compliance with legal requirements.

Filing is free. Please also note that ?dissolution? is a term only used for domestic LLCs, stock and nonstock corporations. If your business is not one of these entity types, the document you need to file may be a ?cancellation? ?withdrawal? or ?renunciation.? There is no charge to file a dissolution.

To dissolve a Connecticut corporation, you just need to file a Certificate of Dissolution with the Connecticut Secretary of the State, Commercial Recording Division (SOTS). Connecticut has forms available for use but you can draft your own articles of dissolution as long as they contain the required information.

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Connecticut Dissolution Package to Dissolve Limited Liability Company LLC

STATUTORY REFERENCE

GENERAL STATUTES OF CONNECTICUT, Â§Â§ 34-158, 34-159, and 34-206 through 34-216

A Connecticut Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by forfeiture (administratively by the Secretary of State), or judicially. This summary addresses ONLY with the voluntary dissolution of a Connecticut LLC.

A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:

(1) At the time or upon the occurrence of events specified in writing in the articles of organization or operating agreement.
(2) Unless otherwise provided in writing in the articles of organization or operating agreement, upon the affirmative vote, approval or consent of at least a majority in interest of the members.
OR
(3) Entry of a decree of judicial dissolution. Except as otherwise provided in writing in the operating agreement, the business and affairs of the LLC may be wound up:

(1) By the members or managers who have authority to manage the LLC prior to dissolution.
OR
(2) On application of any member or legal representative or assignee thereof, by the superior court for the judicial district where the principal office of the LLC is located, if one or more of the members or managers of the LLC have engaged in wrongful conduct. The persons winding up the business and affairs of the LLC may, in the name of, and for and on behalf of, the LLC:

(1) Prosecute and defend suits.
(2) Settle and close the business of the LLC.
(3) Dispose of and transfer the property of the LLC.
(4) Discharge the liabilities of the LLC.
AND
(5) Distribute to the members any remaining assets of the LLC. After dissolution of the LLC, each of the members having authority to wind up the LLC's business and affairs can bind the LLC:

(1) By any act appropriate for winding up the LLC's business and affairs or completing transactions unfinished at dissolution.
AND
(2) By any transaction that would have bound the LLC if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. The filing of articles of dissolution is presumed to constitute notice of dissolution.

Upon the winding up of a LLC, the assets must be distributed as follows:

(1) Payment, or adequate provision for payment, must be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the LLC.
(2) Unless otherwise provided in writing in an operating agreement, to members or former members in satisfaction of liabilities for distributions under sections 34-158 and 34- 159.
AND
(3) Unless otherwise provided in writing in an operating agreement, to members and former members, first, for the return of their contributions and second, respecting their membership interests, in proportions in which the members share in distributions under section 34-158. After the dissolution of a LLC, the LLC must file articles of dissolution in the office of the Secretary of the State.

A dissolved LLC may dispose of the known claims against it by filing articles of dissolution and notifying its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:

(1) Describe the 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 fewer than one hundred twenty days from the later of the effective date of the written notice or the filing of articles of dissolution, by which the dissolved LLC must receive the claim.
AND
(4) State that the claim will be barred if not received by the deadline.

A claim against the dissolved LLC is barred if:

(1) A claimant who was given written notice pursuant to statute does not deliver the claim to the dissolved LLC by the deadline.
OR
(2) A claimant whose claim was rejected by the dissolved LLC does not commence a proceeding to enforce the claim within ninety days from the effective 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 LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must:

(1) Be published once in a newspaper of general circulation in the county where the dissolved LLC's principal office is or was located.
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.
AND
(3) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. If the dissolved LLC publishes a newspaper notice in accordance with the statutory provisions, and files articles of dissolution as required by statute, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:

(1) A claimant who did not receive the statutorily prescribed written notice.
(2) A claimant whose claim was timely sent to the dissolved LLC but not acted upon.
AND
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. Any claim not barred by statute may be enforced by a claimant, legal representative or assignee against:

(1) The dissolved LLC to the extent of its undistributed assets.
OR
(2) If the assets of a dissolved LLC have been distributed in liquidation, against one or more members of the dissolved LLC to the extent of their pro rata shares of the claim or the assets of the LLC distributed to them in liquidation, whichever is less. No member's total liability for all claims can exceed the total amount of assets distributed to that member.

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Connecticut Dissolution Package to Dissolve Limited Liability Company LLC

STATUTORY REFERENCE

GENERAL STATUTES OF CONNECTICUT, Â§Â§ 34-158, 34-159, and 34-206 through 34-216

A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following:

Upon the winding up of a LLC, the assets must be distributed as follows:

A claim against the dissolved LLC is barred if:

A dissolved LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must:

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.

Connecticut Dissolution Of Llc

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How to fill out Connecticut Dissolution Package To Dissolve Limited Liability Company LLC?

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Connecticut Dissolution Of Llc

Description

Related forms

Get your form ready online

Related legal definitions

Looking for another form?

Viewed forms

How to fill out Connecticut Dissolution Package To Dissolve Limited Liability Company LLC?

Form popularity

FAQ

How do I file a certificate of dissolution in CT?

How do I dissolve a Connecticut corporation?

How do you write a dissolution letter?

How much does it cost to close an LLC in CT?

How do I file a dissolution in CT?

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