Fill and Sign the Articles of Dissolution Alabama Secretary of State Alabamagov Form

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.
Notice of dissolution (1) notice of voluntary dissolution shall be given at least 45 days before the date the last member ceases to be a member or any event specified in chapter 2 of title 10, unless the notice is given by written notice given before the notice is given. The notice need not be accompanied by a resolution by the members to dissolve the limited liability company. Notice must be delivered personally, or sent by registered or certified mail, return receipt requested. If a notice is given by electronic means, it need not be delivered personally or return receipt requested. Notice must be in writing. (2) written consent by all members that the provisions of title 10, article 7, §§ 10-12-37 through 10-12-44 (dissolution) be complied with before the dissolution is effective is a prerequisite to the dissolution of a limited liability company. The consent need not be in writing, but each member must acknowledge that each member consents to the dissolution. This document must be kept by the limited liability company for five years, unless the dissolution is in accordance with section 10-12-42 (8). (3) upon the occurrence of the above events or of an event specified in the operating agreement or bylaws that occurs after the completion of the winding up, notice of voluntary dissolution is void. (a) a person who is a member may file a petition requesting the dissolution of a limited liability company. (b) all member interests in a limited liability company must be preserved and delivered to the Secretary of State within 10 days after the members receive notice of the dissolution. If a member has a financial interest in the limited liability company, the interests must be delivered to the Secretary of State at the same time. The secretary of state must receive the interests within 30 days after the notice is received. In the event of a default in delivery, the Secretary of State may order the limited liability company dissolved after notifying the member in accordance with this subsection. 10-12-43 (e) notice of dissolution must be in writing and the following requirements must be met: (1) the notice must state which legal entity or organization is dissolved, the effective date of dissolution of the legal entity, the name and address of the dissolved limited liability company, and the purpose for which the limited liability company is being dissolved, which should be as close to the date of dissolution as practicable. The notice may be signed by a member and the notice may state that the dissolved company is being dissolved under certain circumstances for the.