Legal Question in Business Law in California

Re: Dissolution of an LLC

You should go to the Secretary of State's Web site at www.ss.ca.gov and select the business portal, then Forms, then LLCs. Look at the forms and instructions; you may need Form LLC-3, LLC-4/7 and or LLC-4/8 depending upon whether all the members are consenting and how long it's been in business.

You may also need to file any as-yet-unfiled tax returns with the Franchise Tax Board.

Please note that "dissolving" an LLC puts it out of business as far as doing on-going, routine business activities, but it does not make it disappear totally, as though it never existed. It will be placed into a "going out of business mode," in which it is expected to wind up its affairs by turning its assets into cash and paying off creditors. It can still sue and be sued. It can still make contracts related to winding up its affairs. It still needs to honor its operating agreement between the members.

Very importantly, creditors must be paid off in full before the owners, members, managers and other insiders can take the first dime, or drive home that truck that was contributed to the LLC as part of its capital when it was founded.

The Secretary of State's office is very fussy about those LLC forms and how they are filled out, so do them neatly and in complete accordance with the instructions, and you'll have a decent chance of having them accepted on the first try, but make one little mistake, and you'll get them back and have to start over.

Re: Dissolution of an LLC

You should go to the Secretary of State's Web site at www.ss.ca.gov and select the business portal, then Forms, then LLCs. Look at the forms and instructions; you may need Form LLC-3, LLC-4/7 and or LLC-4/8 depending upon whether all the members are consenting and how long it's been in business.

You may also need to file any as-yet-unfiled tax returns with the Franchise Tax Board.

Please note that "dissolving" an LLC puts it out of business as far as doing on-going, routine business activities, but it does not make it disappear totally, as though it never existed. It will be placed into a "going out of business mode," in which it is expected to wind up its affairs by turning its assets into cash and paying off creditors. It can still sue and be sued. It can still make contracts related to winding up its affairs. It still needs to honor its operating agreement between the members.

Very importantly, creditors must be paid off in full before the owners, members, managers and other insiders can take the first dime, or drive home that truck that was contributed to the LLC as part of its capital when it was founded.

The Secretary of State's office is very fussy about those LLC forms and how they are filled out, so do them neatly and in complete accordance with the instructions, and you'll have a decent chance of having them accepted on the first try, but make one little mistake, and you'll get them back and have to start over.