Delaware Resolution of Meeting of LLC Members to Dissolve the Company When an LLC (Limited Liability Company) in Delaware reaches the point where it is no longer viable or the members have mutually agreed to dissolve it, a Delaware Resolution of Meeting of LLC Members to Dissolve the Company needs to be prepared and executed. This legally binding document outlines the decision to dissolve the LLC and sets forth the steps that need to be taken in the process. The Delaware Resolution of Meeting of LLC Members to Dissolve the Company usually starts with a preamble stating the company's name, date of formation, and the names and addresses of the members who attended the meeting. It also incorporates the meeting's agenda, including the proposed resolution to dissolve the LLC. The resolution typically provides an overview of the reasons for the dissolution, which may include financial difficulties, completion of the business purpose, or any other valid reason for the members to cease operations. It is important to clearly state the rationale behind the decision to dissolve as it will be legally documented and referred to in the future. After detailing the reasons, the resolution lays out the specific actions to be taken concerning the dissolution process. This includes designating a dissolution date, appointing members or managers responsible for winding up the LLC's affairs, settling any outstanding debts, and distributing the remaining assets among the members as per their ownership interests. In some cases, there may be different types of Delaware Resolutions of Meeting of LLC Members to Dissolve the Company, depending on the circumstances. Here are a few common variations: 1. Voluntary Dissolution: This type of resolution is passed when the members of the LLC unanimously decide to dissolve the company willingly and cooperatively. 2. Involuntary Dissolution: This resolution is typically executed when the LLC fails to comply with statutory requirements, breaches its operating agreement, or commits any other action that warrants dissolution by a court order. 3. Dissolution Due to Expired Duration: If the LLC was formed for a specific period or purpose that has now expired, the dissolution can be initiated through this resolution. 4. Dissolution by Judicial Decree: In the event of a dispute among the LLC members or when the court determines dissolution to be the appropriate solution, a judicial decree can be used to dissolve the company. It is important to consult with legal professionals or experienced business advisors when drafting a Delaware Resolution of Meeting of LLC Members to Dissolve the Company. They can provide guidance on the specific language to use, legal requirements, and ensure compliance with Delaware state laws and the LLC's operating agreement.
Delaware Resolution of Meeting of LLC Members to Dissolve the Company
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FAQ
How long does it take the state to process the filing? It will take approximately two to three weeks to dissolve your LLC or corporation.
Steps to Cancel a Delaware LLCConsult the LLC Operating Agreement.Take a Member Vote.Appoint a Manager to Wind up the LLC's Affairs.Payoff Creditors, Current and Forseeable, before paying Members.Pay The Delaware Franchise Tax.Pay the LLC's members.File a Certificate of Cancellation.More items...
There is a $200 fee to file the certificate. Your filing usually will be processed in 2-3 weeks. Various forms of expedited service are available for additional fees. A basic certificate of cancellation form is available for download from the SOS website.
In Delaware, LLCs don't need to file a Dissolution form with the state, however, it's best to place the decision to dissolve in writing. We provide a Members' Consent to Dissolution form below that you can use.
Under Section 17-801 of the DRULPA, a Delaware limited partnership will voluntarily dissolve upon the occurrence of certain events, including: (i) at a time specified in the limited partnership agreement; (ii) upon the happening of events specified in the limited partnership agreement; or (iii) the vote of at least two
How is the change in membership documented? The names of LLC members are typically not filed with the State of Delaware. Therefore, there is no amendment that needs to be filed with the Delaware Division of Corporations or your Registered Agent to add or remove members from a Delaware LLC.
To dissolve your domestic corporation in Delaware, you must provide the completed Certificate of Dissolution form to the Department of State by mail, fax or in person, along with the filing fee. Include a Filing Cover Memo with your name, address and telephone/fax number to enable them to contact you if necessary.
Domestic (California) limited partnerships: To cancel the Certificate of Limited Partnership of a California limited partnership (LP), the LP must file a Certificate of Dissolution (Form LP-3) and Certificate of Cancellation (Form LP-4/7).
Your filing usually will be processed in 2-3 weeks. Various forms of expedited service are available for additional fees. A basic certificate of cancellation form is available for download from the SOS website.
Steps to Cancel a Delaware LLCConsult the LLC Operating Agreement.Take a Member Vote.Appoint a Manager to Wind up the LLC's Affairs.Payoff Creditors, Current and Forseeable, before paying Members.Pay The Delaware Franchise Tax.Pay the LLC's members.File a Certificate of Cancellation.More items...
