Fill and Sign the Delaware Limited Liability Form

LIMITED LIABILITY DISSOLUTION PACKAGE STATE OF DELAWARE Electronic Version STEPS AND GUIDELINES TO DISSOLVE A DELAWARE LIMITED LIABILITY COMPANY SPECIAL NOTES: READ BEFORE PROCEEDING General filing instructions from the Delaware Corporations Division: The Division of Corporations' modern imaging technology requires the following guidelines are met in order to properly and efficiently process your document:  Documents must be submitted on 8.5" x 11" paper.  Documents should have margins of 1" on sides, 2" at top, and 1.5" at bottom.  Documents should be typed using BLACK ink. Use black ink for signatures and any handwritten material.  All documents must be clear enough so that they will be readable when imaged. Legible fax/telecopies, etc. are acceptable. PAYMENT: 1. BY CHECK: The Division of Corporations accepts checks made payable to "Delaware Secretary of State". The check must be drawn on an U.S. bank in U.S. funds. 2. BY CREDIT CARD: The Division of Corporations currently accepts VISA, MasterCard, or DISCOVER Card. Please have your account number and expiration date available. 3. When determining the amount owed, please check the following:  All county filing fees are included.  Any fees for expedited services (if used) are included. I. DISSOLUTION (Delaware Code §18-801) A limited liability company is dissolved and its affairs are to be wound up upon the first to occur of the following: (1) At the time specified in the LLC operating agreement. If no time is set forth, then the LLC has perpetual existence. (2) Upon the happening of events specified in the LLC operating agreement. (3) Unless otherwise provided the LLC operating agreement, upon the affirmative vote or written consent of the members of the LLC or, if there is more than one class or group of members, then by each class or group of members. This consent must be by members who own more than two-thirds of the then-current percentage or other interest in the profits of the LLC owned by all of the members or by the members in each class or group. (4) At any time there are no members. SEE FORM A - WRITTEN CONSENT OF MEMBERS II. WINDING UP (Delaware Code § 18-803) Unless the LLC operating agreement provides to the contrary, a manager, the members, or a person approved by the members may wind up the limited liability company's affairs. If the decision on who is to perform the winding up process is not unanimous, then that decision must be by the agreement of more than 50% (based on voting interest) of each class or group of members. The person(s) winding up the limited liability company's affairs, without affecting the liability of members and managers, act in the place and stead of the LLC and shall have the authority to  Prosecute and defend suits, whether civil, criminal or administrative.  Settle and close the limited liability company's business.  Dispose of and convey the limited liability company's property.  Discharge or make reasonable provision for the limited liability company's liabilities.  Distribute to the members any remaining assets of the limited liability company. The actions of the liquidating trustee (the person winding up the business of the LLC) do not affect the liability of members and managers and do not impose liability on a liquidating trustee. III. DISTRIBUTION OF ASSETS (Delaware Code §18-804) When winding up the affairs of the LLC, the assets are to be distributed as follows (and in the following order):  To creditors, including members and managers (to the extent permitted by law), in satisfaction of liabilities of the limited liability company (whether by payment or the making of reasonable provision for payment).  To members for the return of their contributions, unless otherwise provided in an operating agreement.  To members with regard to each member's proportionate LLC interest, unless otherwise provided in an operating agreement. A LLC which has dissolved:  Must pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the limited liability company;  Must make such provision as will be reasonably likely to be sufficient to provide  compensation for any claim against the LLC which is the subject of a pending action, suit or proceeding to which the LLC is a party; and  Must make such provision as will be reasonably likely to be sufficient to provide  compensation for claims that have not been made known to the LLC or that have not arisen but that, based on facts known to the limited liability company, are likely to arise or to become known to the LLC within 10 years after the date of dissolution. If there are sufficient assets, all claims and obligations must be paid in full and any provision for payment made must be made in full. If there are insufficient assets, claims and obligations are to be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets available to pay claims. Members who are dissolving a LLC and distributing the assets of the LLC should be particularly aware of the following provision contained in Delaware Code §18-804 (c) : "A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to the LLC for the amount of the distribution…." IV. CERTIFICATE OF CANCELLATION (Delaware Code §18-203) When the dissolution has occurred and the winding up is completed, then the CERTIFICATE OF CANCELLATION is filed with the Secretary of State. SEE FORM 1 - CERTIFICATE OF CANCELLATION  First: Provide the name of the LLC.  Second: Provide the address of the LLC.  Third: Provide the date of filing of the Certificate of Formation.  Fourth: BRIEFLY state the reason for the filing of the Certificate of Cancellation.  Fifth: Indicate if the cancellation is to be effective on the date of filing or on some date other than the date of filing. If the cancellation is effective on some date other than the date of filing, provide that SPECIFIC date.  Sixth: Although you will probably choose not to, you may include here any other information that the person filing the certificate of cancellation determines is appropriate.  Date the Certificate.  This Certificate must be signed by a person authorized to do so. Provide that signature and print/type the name and title of the person signing.  File the original and one copy of the Certificate of Cancellation.  The filing fee is noted on the form. A certified copy may be requested for an additional charge. NOTE: The State of Delaware requires that all franchise taxes due or assessable be paid. It is suggested that you provide evidence of satisfaction of all franchise taxes and file that evidence with your certificate of cancellation. It is recommended that you contact the Franchise Tax Division at (302) 739- 3073 to confirm proper payment of taxes. Mail the original and one copy of the Certificate of Cancellation along with the total fees that you have calculated are due (make check payable to the Delaware Secretary of State) to: State of Delaware Division of Corporations P.O. Box 898 Dover, Delaware 19903. FORM 1B – DOCUMENT FILING SHEET DOWNLOAD THIS FORM FROM THE LINK BELOW, COMPLETE AND INCLUDE WITH YOUR CERTIFICATE OF CANCELLATION AND TRANSMITTAL LETTER. FORM 2 - TRANSMITTAL LETTER A cover letter to send with the articles is below. Make sure you include an original and one copy in order to have a copy returned to you. 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 WRITTEN CONSENT OF THE MEMBERS WRITTEN CONSENT OF THE MEMBERS OF _________________________________ A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Delaware limited liability company, hereby consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 1 CERTIFICATE OF CANCELLATION 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/DE/DE-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 1B DOCUMENT FILING SHEET (This form must be filed with your Certificate of Cancellation) 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/DE/DE-document-filing-sheet.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 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date State of Delaware Division of Corporations P.O. Box 898 Dover, Delaware 19903 Re: Certificate of Cancellation Dear Sir: Enclosed please find an original and one copy of Certificate of Cancellation along with the total fees due of $______________. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________