Fill and Sign the Dissolution Limited Liability Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET WASHINGTON Electronic Version STATUTORY REFERENCE REVISED CODE OF WASHINGTON, §§ 25.15.270 through 25.15.300 INTRODUCTORY NOTES AND LAW SUMMARY A Washington Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, by administratively, or judicially. This form packet addresses ONLY the voluntary dissolution of a Washington LLC. A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following: 1. The dissolution date set out in the Articles of Formation. 2. At the time or upon the occurrence of events specified in the operating agreement. 3. Upon the written consent of all of the members of the LLC. 4. Unless the LLC operating agreement provides otherwise, upon the dissociation of the last remaining LLC member. 5. Upon the expiration of two years from the date of administrative dissolution. 6. OR 7. Entry of a decree of judicial dissolution. Unless the operating agreement provides to the contrary, any of the following may wind up the affairs of the LLC: 1. A manager who has not wrongfully dissolved a limited liability company; 2. The members, or a person approved by the members or, if there is more than one class or group of members, then by each class or group of by members contributing more than fifty percent of the agreed value of the contributions made by all members; OR 3. The members in each class or group. Additionally, the superior courts, for good cause shown, may wind up the limited liability company's affairs upon application of any member or manager, his or her legal representative or assignee, and may appoint a receiver. After the LLC is dissolved and the certificate of cancellation is filed, the persons winding up the limited liability company's affairs may, in the name of and for and on behalf of the limited liability company: 1. Prosecute and defend suits(civil, criminal, and/or administrative); 2. Gradually settle and close the LLC's business; 3. Dispose of and convey the LLC's property; 4. Discharge or make reasonable provision for the LLC's liabilities; and 5. Distribute to the LLC members any remaining assets of the LLC. When the winding up of the LLC is accomplished, the assets must be distributed as follows: 1. To creditors (including members and managers who are creditors) in satisfaction of liabilities of the LLC either by payment or by making reasonable provision for payment, EXCLUDING liabilities for which a provision for payment has been made and liabilities for distributions to members; 2. Unless otherwise provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions; and 3. Unless otherwise provided in the operating agreement, to members, first for the return of their contributions, and, second, in the proportion to a member's interest and right to share in distributions. A dissolved LLC must pay or make reasonable provision to pay all claims and obligations, including contingent, conditional, or unmatured claims and obligations, known to the limited liability company. It also must pay and all claims and obligations which are known to the LLC but for which the identity of the claimant is unknown. If there are sufficient assets, all claims and obligations must be paid in full. Any provision for payment, if there are sufficient assets, must also be for payment in full. If there are insufficient assets, claims and obligations are to be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available. After payment of or provision for all claims, and unless the operating agreement provides to the contrary, all remaining assets are to be distributed as provided in the Washington Limited Liability Company Act. Any person winding up a limited liability company's affairs who has complied with the provisions of the Washington Limited Liability Company Act is not personally liable to claimants of the dissolved LLC. STEPS TO DISSOLVE A WASHINGTON LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: Complete the winding up process as set out above. Step 3: SEE FORM 2 - CERTIFICATE OF CANCELLATION This form must be typed or printed legibly in black ink. 1. Provide the name and phone number of a person the Secretary of State may contact about the Certificate of Cancellation. 2. Provide the name of the LLC as it appears on the records of the Secretary of State. 3. Indicate if the LLC is domestic or foreign. 4. Provide the date of the Certificate of Formation. 5. Provide the effective date of cancellation. 6. Provide a statement of the reasons for the dissolution. 7. Provide the signature, printed name, and title of the person authorized to file the Certificate. Date the Certificate. 8. File the original and one copy. 9. There is no filing fee. 10. Expedited service is available for a fee of $20.00. In-person expedited service requests received before 3:30 p.m. will be processed the same day. To receive expedited service by mail write "EXPEDITE" in bold letters on the outside of the envelope. The request will be processed within 24 hours of receipt. Mail the original and one copy of the CERTIFICATE OF CANCELLATION, and the expedite fee, if applicable, (make check payable to the Washington Secretary of State), to: Secretary of State Corporations Division 801 Capitol Way South P.O. Box 40234 Olympia, Washington 98504-0234 360-753-7115 A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER 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 Corporations Division 801 Capitol Way South P.O. Box 40234 Olympia, Washington 98504-0234 Re: __________________________ Dear Sir: Enclosed please find the original and one copy of a Certificate of Cancellation for ______________________________________________, a Washington 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 WASHINGTON LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Washington 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 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/WA/WA-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.