Fill and Sign the Dissolution Limited Company Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET: STATE OF NORTH CAROLINA Electronic Version STEPS AND GUIDELINES TO DISSOLVE A NORTH CAROLINA LIMITED LIABILITY COMPANY STATUTORY REFERENCE: North Carolina General Statutes, Chapter 57C The North Carolina Limited Liability Company Act may be viewed in its entirety at this link: http://www.ncleg.net/gascripts/Statutes/StatutesTOC.pl?0057C 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 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 * * * Please read the following instructive selections from the Dissolution section (Article 6) of the North Carolina Limited Liability Company Act. See the above link to view the entirety of Article 6. § 57C-6-04. Winding up. (a) Except as otherwise provided in this Chapter, the articles of organization, or a written operating agreement, the managers shall wind up the limited liability company's affairs following its dissolution. If the dissolved limited liability company has no managers, and provision is not otherwise made in the articles of organization or a written operating agreement, the legal representative of or successor to the last remaining member may wind up the limited liability company's affairs. The court may wind up the limited liability company's affairs, or appoint a person to wind up its affairs, on application of any member, his legal representative, or assignee. (b) As promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the limited liability company's assets, the persons charged with winding up the limited liability company shall collect its assets, dispose of its properties that will not be distributed in kind to its members, discharge or make provision for discharging its liabilities, and distribute its remaining assets as provided in G.S. 57C-6-05. The limited liability company shall continue in existence following its dissolution and during its winding up, but shall carry on only that business appropriate to wind up and liquidate its business and affairs. (c) The dissolution of the limited liability company does not transfer title to its assets, prevent assignment of its member interests, subject its managers to standards of conduct different from those prescribed in Article 3 of this Chapter, change any provisions of its operating agreement except as provided in subsection (b) of this section, prevent commencement of a proceeding by or against the limited liability company in its own name, abate or suspend a proceeding by or against the limited liability company, or terminate the authority of the registered agent of the limited liability company. § 57C-6-05. Distribution of assets. Upon the winding up of a limited liability company, its assets shall be applied as follows: (1) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under G.S. 57C-4-04; (2) Except as provided in the articles of organization or a written operating agreement, to members or former members in satisfaction of liabilities for distributions under G.S. 57C-4-04; and (3) Except as provided in the articles of organization or a written operating agreement, by distribution to the members and to any former member whose event of withdrawal resulted in the dissolution in proportion to the agreed value, as stated in the limited liability company records required to be kept pursuant to G.S. 57C-3-04(a)(5), of the contributions made by each such member and former member, after such agreed values are adjusted by: adding thereto the person's share of the profits of the limited liability company, and deducting therefrom the person's share of the losses of the limited liability company and all distributions previously received by the person. § 57C-6-06. Articles of dissolution. [editor’s note: see form, included below] Upon the dissolution and the commencement of winding up of the limited liability company, articles of dissolution shall be filed in the Office of the Secretary of State and shall set forth: (1) The name of the limited liability company; (2) The dates of filing of its articles of organization and all amendments thereto; (3) The reason for filing the articles of dissolution; (4) The effective date (which shall be a date certain) of the dissolution, as determined in accordance with G.S. 57C-6-01; and (5) Any other information the managers filing the articles of dissolution determine. § 57C-6-07. Known claims against dissolved limited liability company. (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after it has filed its articles of dissolution. The written notice must: (1) Describe information that must be included in a claim; (2) Provide a mailing address where claims may be sent; (3) State the deadline, which may not be fewer than 120 days from the date of the written notice, by which the dissolved limited liability company must receive the claim; and (4) State that the claim will be barred if not received by the deadline. (c) A claim against the dissolved limited liability company is barred: (1) If the limited liability company does not receive the claim by the deadline from a claimant who received written notice under subsection (b) of this section; or (2) If a claimant whose claim was rejected by written notice from the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the date of receipt of the rejection notice. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the articles of dissolution. (1993, c. 354, s. 1.) § 57C-6-08. Unknown and certain other claims against dissolved limited liability company. (a) A dissolved limited liability company that has filed articles of dissolution may also publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice. (b) 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 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 limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. (c) If the dissolved limited liability company publishes a newspaper notice in accordance with subsections (a) and (b) of this section, 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 five years after the publication date of the newspaper notice: (1) A claimant who was known but did not receive written notice under G.S. 57C-6-07; (2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; or (3) A claimant whose claim is contingent or based on an event occurring after the filing of the articles of dissolution. § 57C-6-09. Enforcement of claims. (a) A claim under G.S. 57C-6-07 or G.S. 57C-6-08 may be enforced: (1) Against the dissolved limited liability company, to the extent of its undistributed assets, including coverage under any applicable insurance policy; or (2) If the assets have been distributed in winding up, against a member of the dissolved limited liability company to the extent of his pro rata share of the claim or the limited liability company assets distributed to him in winding up, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to him. (b) Nothing in G.S. 57C-6-07 or G.S. 57C-6-08 shall extend any applicable period of limitation. FORM 1 ARTICLES OF DISSOLUTION Complete and mail to Secretary of State at address on bottom of form. 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/NC/NC-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. On the filing sheet, in the blank for “Type of Document” enter: “Articles of Dissolution.” Complete the Filing Sheet and Articles and mail in with filing fee. FORM 2 NOTICE TO KNOWN CLAIMANTS This notice may be mailed to known claimants. [Note: In the alternative, the LLC may simply pay its debts to known claimants.] NOTICE TO CLAIMANT TO: ___________________________ DATE OF NOTICE: ____________________ ___________________________ ___________________________ ___________________________ You are hereby notified that on the _____ day of _____________________, 20_____, ___________________________________________________________________, a North Carolina limited liability company, filed Articles of Dissolution with the appropriate authority and has commenced the winding up of the business and affairs of the company. If you have a claim against the LLC, describe the claim in detail and mail it to the address listed below. __________________________________________________________________________________________ __________________________________________________________________________________________ The following information (if any) is also required in order to identify your claim: __________________________________________________________________________________________ __________________________________________________________________________________________ __________________________________________________________________________________________ Mail your claim to the following address: __________________________________________________________________________________________ Your claim must be received at the above address on or before 120 days after the date of this Notice . Your claim will be barred by law if not received by this deadline. By: _____________________________________ Title: ___________________________________