Fill and Sign the Ct Dissolve Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET: CONNECTICUT Electronic Version STATUTORY REFERENCE GENERAL STATUTES OF CONNECTICUT https://www.cga.ct.gov/current/pub/chap_613a.htm INTRODUCTORY NOTES AND LAW SUMMARY A Connecticut Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by forfeiture (administratively by the Secretary of State), or judicially. This form packet deals ONLY with the voluntary dissolution of a Connecticut LLC. A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following: (1) At the time or upon the occurrence of events specified in writing in the articles of organization or operating agreement. (2) Unless otherwise provided in writing in the articles of organization or operating agreement, upon the affirmative vote, approval or consent of at least a majority in interest of the members. OR (3) Entry of a decree of judicial dissolution. Except as otherwise provided in writing in the operating agreement, the business and affairs of the LLC may be wound up: (1) By the members or managers who have authority to manage the LLC prior to dissolution. OR (2) On application of any member or legal representative or assignee thereof, by the superior court for the judicial district where the principal office of the LLC is located, if one or more of the members or managers of the LLC have engaged in wrongful conduct. The persons winding up the business and affairs of the LLC may, in the name of, and for and on behalf of, the LLC: (1) Prosecute and defend suits. (2) Settle and close the business of the LLC. (3) Dispose of and transfer the property of the LLC. (4) Discharge the liabilities of the LLC. AND (5) Distribute to the members any remaining assets of the LLC. After dissolution of the LLC, each of the members having authority to wind up the LLC's business and affairs can bind the LLC: (1) By any act appropriate for winding up the LLC's business and affairs or completing transactions unfinished at dissolution. AND (2) By any transaction that would have bound the LLC if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. The filing of articles of dissolution is presumed to constitute notice of dissolution. Upon the winding up of a LLC, the assets must be distributed as follows: (1) Payment, or adequate provision for payment, must be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the LLC. (2) Unless otherwise provided in writing in an operating agreement, to members or former members in satisfaction of liabilities for distributions under sections 34-158 and 34- 159. AND (3) Unless otherwise provided in writing in an operating agreement, to members and former members, first, for the return of their contributions and second, respecting their membership interests, in proportions in which the members share in distributions. After the dissolution of a LLC, the LLC must file articles of dissolution in the office of the Secretary of the State. A dissolved LLC may dispose of the known claims against it by filing articles of dissolution and notifying its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must: (1) Describe the 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 fewer than one hundred twenty days from the later of the effective date of the written notice or the filing of articles of dissolution, by which the dissolved LLC must receive the claim. AND (4) State that the claim will be barred if not received by the deadline. A claim against the dissolved LLC is barred if: (1) A claimant who was given written notice pursuant to statute does not deliver the claim to the dissolved LLC by the deadline. OR (2) A claimant whose claim was rejected by the dissolved LLC does not commence a proceeding to enforce the claim within ninety days from the effective 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 LLC may publish a notice of dissolution which requests that persons with claims against the LLC present them in accordance with the notice. The notice must: (1) Be published once in a newspaper of general circulation in the county where the dissolved LLC's principal office is or was located. (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. AND (3) State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. If the dissolved LLC publishes a newspaper notice in accordance with the statutory provisions, and files articles of dissolution as required by statute, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC within three years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution: (1) A claimant who did not receive the statutorily prescribed written notice. (2) A claimant whose claim was timely sent to the dissolved LLC but not acted upon. AND (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. Any claim not barred by statute may be enforced by a claimant, legal representative or assignee against: (1) The dissolved LLC to the extent of its undistributed assets. OR (2) If the assets of a dissolved LLC have been distributed in liquidation, against one or more members of the dissolved LLC to the extent of their pro rata shares of the claim or the assets of the LLC distributed to them in liquidation, whichever is less. No member's total liability for all claims can exceed the total amount of assets distributed to that member. STEPS TO DISSOLVE A CONNECTICUT LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: SEE FORM 2 - ARTICLES OF DISSOLUTION Instructions to complete the Notice of Dissolution:  This form should be typed or printed legibly in black ink.  1. Provide the name of the LLC as it appears on the records of the Secretary of State.  2. Provide a statement of the reasons for the dissolution.  3. Please provide the efeetive date oof the dissolution ONLY iof the dissolution is efeetive on a date other than the date oof filing. hhe efeetive date eannot oeeur eeofore the filing date.  4. Provide the signature of the person authorized to file the Articles, and the typed/printed name of the person signing the Articles.  File the original and one copy. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the filing fee (make check payable to the Connecticut Secretary of State), to: Secretary of State Commercial Recording Division Post Office Box 150470 Hartford, CT 06106-0470 A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER 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 NOTE: This Notice must be published once in a newspaper of general circulation in the county where the LLC's principal office, or, if none in Connecticut, its registered office is or was last located. See Introductory Notes. 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 A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Commercial Recording Division Post Office Box 150470 Hartford, CT 06106-0470 Re: __________________________ Dear Sir: Enclosed please find the original and one copy of Articles of Dissolution for ______________________________________________, a Connecticut limited liability company. Please file this document and provide a "filed" copy to me. Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ___________________________ _____________________________________________________________________________ Thank you in advance for your assistance. Yours very truly, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF ________________________________________ A CONNECTICUT LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Connecticut 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/CT/CT-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, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 3 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Connecticut 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 _____, __________________________________________________________________, a Connecticut limited liability company, filed a Notice 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 3 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 _____, ____________________________________________________________________________, a Connecticut 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: _______________________________