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LIMITED LIABILITY COMPANY DISSOLUTION PACKET STATE OF WYOMINGElectronic Version PROCEDURES AND FORMS TO DISSOLVE A WYOMING LIMITED LIABILITY COMPANY Disclaimer : If you are not an attorney, you are advised to seek the advice of a local 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 wa rranty shall apply. All use is subject to the U.S. Legal Forms, Inc., Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm STATUTORY INSTRUCTIONS TO DISSOLVE LLC Wyoming law authorizes a relatively simple procedure for dissolving an LLC. Read the statutes below, comprising the instructions to achieve dissolution. 17-29-701. Events causing dissolution. (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (i) An event or circumstance that the operating agreement or articles of organization states causes dissolution; (ii) The consent of all the members; (iii) The passage of ninety (90) consecutive days during which the company has no members; (iv) On application by a member, the entry of a court order dissolving the company on the grounds that: . . . (the remainder of this statute deals with court-ordered dissolution. This package is only good for voluntary dissolution and cannot be used for court-ordered dissolution. - USLF editors) 17-29-702. Winding up. STATUTORY REFERENCE Wyoming Statutes, Title 17: Corporations, Partnerships and Associations Chapter 29: Limited Liability Companies - §17-29-701 to §17-29-708 http://legisweb.state.wy.us/LSOWeb/StatutesDownload.aspx (a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities, a limited liability company: (i) Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and (ii) May: (A) Deliver to the secretary of state for filing Articles of Dissolution stating the name of the company and that the company is dissolved; (see Form 1 below) (B) Preserve the company activities and property as a going concern for a reasonable time; (C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative; (D) Transfer the company's property; (E) Settle disputes by mediation or arbitration; (F) (Reserved); and (G) Perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii). (d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (i) Has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii); and (ii) Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to: (A) State that the company has no members; (B) State that the person has been appointed pursuant to this subsection to wind up the company; and (C) Provide the street and mailing addresses of the person. … (the remainder of this statute deals with court-ordered dissolution – eds.) 17-29-703. Known claims against dissolved limited liability company. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effe ct as provided in subsection (c) of this section. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall: (see included FORM 2, below) (i) Specify the information required to be included in a claim; (ii) Provide a mailing address to which the claim is to be sent; (iii) State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and (iv) State that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and: (i) The claim is not received by the specified deadline; or (ii) If the claim is timely received but rejected by the company: (see included FORM 3, below) (A) The company causes the claimant to receive a notice in a record stating that the claim is re jected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety (90) days after the claimant receives the notice; and (B) The claimant does not commence the required action within the ninety (90) days. (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. 17-29-704. Other claims against dissolved limited liability company. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice authorized by subsection (a) of this section shall: (i) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located; (ii) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (iii) State that a claim against the company is barred unless an action to enforce the claim is commenced within three (3) years after publication of the notice. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company wit hin three (3) years after the publication date of the notice, the claim of each of the following claimants is barred: (i) A claimant that did not receive notice in a record under W.S. 17-29-703; (ii) A claimant whose claim was timely sent to the company but not acted on; and (iii) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. (d) A claim not barred under this section or W.S. 17-29-703(c) may be enforced: (i) Against a dissolved limited liability company, to the extent of its undistributed assets; and (ii) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution. 17-29-705. Administrative forfeiture of authority and articles of organization. This statute is not directly applicable to dissolution and only applies in the following circumstances, in which the full statute should be consulted.- USLF Eds. If any limited liability company's registered agent has filed its resignation with the secretary of st ate and the limited liability company has not replaced its registered agent and registered office it sha ll be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall mail by certified mail a notice of its failure to comply with aforesaid provisions. … (17-29-706. Reserved.) (17-29-707. Reserved.) There is no text for these sections. - USLF Editors 17-29-708. Distribution of assets in winding up limited liability company's activities. (a) In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under W.S. 17-29-503: (i) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and (ii) In equal shares among members and dissociated members, except: (A) To the extent otherwise provided in a written or verbal operating agreement as set forth in W.S. 17-29-110; (B) To the extent necessary to comply with any transfer effective under W.S. 17-29-502; or (C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member. (c) If a limited liability company does not have sufficient surplus to comply with paragraph (b)(i) of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. (d) All distributions made under subsections (b) and (c) of this section shall be paid in money. * * * FORM 1 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/WY/WY-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 http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form per the statutory instructions above and the instructions on the form. Mail in as directed, with fee payable to Wyoming Secretary of State. FORM 2: NOTICE TO CLAIMANTS NOTICE TO CLAIMANTS Notice is given that, having voted to dissolve, the within name limited liability company has delivered Articles of Dissolution to the Secretary of State for filing in accordance with Wyoming law: 1. The name of the limited liability company is: 2. All claimants having claims against the limited liability company shall include the following information: 3. All claims should be mailed to the following address: 4. The deadline by which claims must be received is (may not be less than one hundred twenty (120) days after the date the notice is received by the claimant): 5. Your claim will be barred if not received by the above deadline. 6. The company will give notice of acceptance or rejection of all claims that are received by the above deadline. Signed: Date: Title: FORM 3: NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the day of _ , 20 , , a Wyoming 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: The rejected claim or rejection portion will be barred unless the claimant commences an action a gainst the company to enforce the claim within ninety (90) days after the claimant receives the notice. Name of Limited Liability Company: By: _ Title: Date: