LIMITED LIABILITY COMPANY
VOLUNTARY DISSOLUTION
ALABAMA
Electronic Version
STATUTORY REFERENCE
CODE OF ALABAMA, Title 10, Article 7, §§ 10-12-37 through 10-12-44 (Dissolution)
INTRODUCTORY NOTES AND LAW SUMMARY
NOTE: THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the
first of the following events:
(1) Events specified in the articles of organization or the operating agreement.
(2) Written consent of all members to dissolve.
(3) When there is no remaining member, unless either of the following applies:
a. The holders of all the financial rights in the limited liability company agree in
writing, within 90 days after the cessation of membership of the last member, to
continue the legal existence and business of the limited liability company and to
appoint one or more new members.
b. The legal existence and business of the limited liability company is continued and one
or more new members are appointed in the manner stated in the operating agreement
or articles of organization.
(4) When the limited liability company is not the successor limited liability company in the
merger or consolidation with one or more limited liability companies or other entities.
(5) Entry of a decree of judicial dissolution under §10-12-38.
Except as otherwise provided in the articles of organization or the operating agreement, the
members who have not wrongfully dissolved a limited liability company may wind up the
limited liability company's business and affairs.
A person winding up a limited liability company's business may:
(1) Preserve the company business or property as a going concern for a reasonable time;
(2) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(3) Settle and close the limited liability company's business;
(4) Dispose of and transfer property; discharge the limited liability company's liabilities;
distribute the assets of the limited liability company pursuant to §10-12-41; and
(5) Perform other necessary and appropriate acts.
A dissolved limited liability company continues its existence but may not carry on any business
except that necessary or appropriate to wind up and liquidate its business and affairs.
Dissolution of a limited liability company does not:
(1) Transfer title to the limited liability company assets.
(2) Terminate or suspend a proceeding pending by or against the limited liability company
on the effective date of dissolution.
(3) Terminate the authority of the registered agent of the limited liability company.
Upon the winding up of a limited liability company, the assets of the limited liability company
must be distributed in the following order of priority:
(1) To creditors (including members who are creditors to the extent allowed by law) in order
of priority as provided by law, except those liabilities to members of the limited liability
company for interim distributions or on account of their contributions.
(2) Except as otherwise provided in the articles of organization or the operating agreement,
to members of the limited liability company and former members for interim
distributions and in respect of their contributions.
(3) Except as otherwise provided in the articles of organization or the operating agreement,
to members first for the return of their contributions and second with respect to their
interests in the limited liability company, in the proportions in which the members share
in distributions.
After the dissolution of the limited liability company, the limited liability company must file
articles of dissolution in the office of the probate judge of the county in which the articles of
organization were filed. The articles of dissolution must set forth:
(1) The name of the limited liability company.
(2) The date of filing its articles of organization.
(3) The reason for filing the articles of dissolution.
(4) The effective date of the articles of dissolution (this must be a date certain if the articles
are not to be effective immediately).
(5) Any other information the members or managers filing the articles deem appropriate.
The articles of dissolution and two copies must be filed with the judge of probate. If the judge of
probate finds that the articles of dissolution conform to law and that all fees have been paid, the
judge of probate must:
(1) Endorse on the articles of dissolution and on each copy the word "Filed" and the hour,
day, month, and year of the filing.
(2) File the articles of dissolution in the office of the judge of probate and certify two copies.
(3) Issue a certificate of dissolution to which a certified copy of the articles of dissolution
shall be affixed, and return the certificate of dissolution with the certified copy of the
articles of dissolution affixed to the representative of the dissolved limited liability
company.
(4) Within 10 days after the issuance of a certificate of dissolution, transmit to the Secretary
of State a certified copy of the articles of dissolution, indicating the place, date, and time
of filing of the certificate.
After filing the Articles of Dissolution, a limited liability company may dispose of the known
claims against it by notifying its known claimants in writing of the dissolution. The written
notice must:
(1) Describe 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 less than 120 days from the date of mailing of the
written notice, by which the dissolved limited liability company shall receive the claim.
(4) State that the claim shall be barred if not received by the deadline.
A claim against the dissolved limited liability company is barred in either of the following
circumstances:
(1) If a claimant who was given written notice does not deliver the claim to the dissolved
limited liability company by the deadline.
(2) If a claimant whose claim was rejected in writing by the dissolved limited liability
company does not commence a proceeding to enforce the claim within 180 days from the
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 limited liability company may publish notice of its dissolution which requests that
persons with claims against the limited liability company present them in accordance with the
notice. The notice must:
(1) Be published one time in a newspaper of general circulation in the county where the
dissolved limited liability company's principal office (or, if none in this state, its
registered office) is or was last located.
(2) Describe the information that shall be included in a claim and provide a mailing address
where the claim may be sent.
(3) State that articles of dissolution have been filed for the limited liability company.
(4) State that a claim against the limited liability company shall be barred unless a
proceeding to enforce the claim is commenced within two years after the publication of
the notice.
If a dissolved limited liability company publishes a newspaper notice in and files articles of
dissolution pursuant to statutory procedures, the claim of each of the following claimants is
barred unless the claimant commences a proceeding to enforce the claim against the dissolved
limited liability company within two years after the publication date of the newspaper notice:
(1) A claimant who did not receive written notice.
(2) A claimant whose claim was timely sent to the dissolved limited liability company but
not acted on.
(3) A claimant whose claim is contingent or based on an event occurring after the effective
date of dissolution.
A claim may be enforced under this section:
(1) Against the dissolved limited liability company, to the extent of its undistributed assets.
(2) If part or all the limited liability company assets have been distributed in liquidation, against
a member of the dissolved limited liability company to the extent of the member's pro rata
share of the claim or the assets of the limited liability company distributed to the member in
liquidation, whichever is less. If a member's total liability for all claims determined under the
preceding sentence exceeds the total amount of assets distributed to the member in
liquidation, then the member's liability on each claim is limited to an amount determined by
multiplying the assets distributed in liquidation by a fraction, the numerator of which is the
claim and the denominator of which is the total of all the claims.
STEPS TO DISSOLVE AN ALABAMA LLC
Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO
DISSOLUTION
Step 2: SEE FORM 2 - ARTICLES OF DISSOLUTION
This form should be typed or printed legibly in black ink.
1. Provide the name of the LLC.
2. Provide the date of the filing of the original Articles of Organization.
3. Indicate what event precipitated the dissolution of the LLC.
4. Provide the effective date of the dissolution.
5. Attach any other information you deem appropriate.
Provide the date, the typed member's name who is executing the Articles on
behalf of the LLC, and the signature of the member.
File the original and one copy.
The filing fee is for the Judge of Probate is $5.00.
The filing fee for the Secretary of State is $10.00.
File the original and two copies of the Articles with the Judge of Probate in
the county where the original Articles of Organization were filed. Pay all
filing fees to the Judge of Probate when filing.
Step 3: Complete the winding up process as set out above in the Introductory Notes.
SEE FORM 3 - NOTICE TO CLAIMANTS
SEE FORM 4 - NOTICE FOR PUBLICATION
SEE FORM 5 - NOTICE OF REJECTION OF CLAIM
Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms contained
herein are not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
FORM 1
RESOLUTION OF MEMBERS
CONSENTING TO DISSOLUTION
RESOLUTION OF MEMBERS
OF
________________________________________
AN ALABAMA LIMITED LIABILITY COMPANY
The undersigned, being all the members of _______________________________________, an
Alabama limited liability company, hereby resolve to dissolve and consent to the dissolution of
the limited liability company.
Dated this the ______ day of ______________________________, 20___.
____________________________________
Member
____________________________________
Member
____________________________________
Member
FORM 2
ARTICLES OF DISSOLUTION
Download the form by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/AL/AL-DissLLC.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
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FORM 3
NOTICE TO CLAIMANTS
NOTICE TO CLAIMANT
You are hereby notified that on the _____day of _____________________________, 20 _____,
___________________________________________________________________, an Alabama
limited liability company, filed Articles of Dissolution with the Secretary of State.
You may be able to assert a claim against the LLC. If you have a claim, describe that claim in
detail:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Your claim must be received by __________________________________________________
(this can be no less than 120 days from the date of this notice). Claims must be sent to:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR
CLAIM IS NOT RECEIVED BY THE DEADLINE.
Name of Limited Liability Company: _______________________________________________
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
FORM 4
NOTICE FOR PUBLICATION
NOTICE TO CLAIMANTS
You are hereby notified that on the _____day of _____________________________, 20 _____,
__________________________________________________________________, an Alabama
limited liability company, filed Articles of Dissolution with the Secretary of State.
You may be able to assert a claim against the LLC. If you have a claim against the LLC,
describe the claim in detail and mail it to the address listed below.
Claims must be sent to:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE
CLAIM IS COMMENCED WITHIN 2 YEARS AFTER THE PUBLICATION OF THIS
NOTICE.
Name of Limited Liability Company: _______________________________________________
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
FORM 5
NOTICE OF REJECTION OF CLAIM
NOTICE OF REJECTION OF CLAIM
You are hereby notified that on the _____day of _____________________________, 20 _____,
___________________________________________________________________, an Alabama
limited liability company, rejected all or part of the claim you submitted to the company.
_____ ALL OF YOUR CLAIM WAS REJECTED.
_____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was
rejected is:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Name of Limited Liability Company: _______________________________________________
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
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