Fill and Sign the Dissolution Packet Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET:STATE OF ARKANSAS Electronic Version STEPS AND GUIDELINES TO DISSOLVE AN ARKANSAS LIMITED LIABILITY COMPANY STATUTORY REFERENCE: ARKANSAS CODE §4-32-901 to 908 http://www.lexisnexis.com/hottopics/arcode/Default.asp To view statutes, open link in your web browser and navigate to: Title 4, Subtitle 3, Chapter 32, Subchapter 9. 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[The following sections track the corresponding statutes, but are abbreviated. For the full statutes, view the Arkansas Code at the above link.] I.DISSOLUTION A limited liability company is dissolved and its affairs shall 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 an operating agreement, but if no such time is set forth in either of the foregoing, then the limited liability company shall have a perpetual existence; (2) The written consent of all members; (3) At any time there are no members [with caveats, see statute];(4) The entry of a decree of judicial dissolution [judicial dissolution is not covered in this package].II.ARTICLES OF DISSOLUTION After the dissolution, the limited liability company may file articles of dissolution with the Secretary of State (see Form).III. WINDING UPUnless otherwise provided in writing in an operating agreement: (1) The business or affairs of the limited liability company may be wound up: (A) By the members or managers who have authority to manage the limited liability company prior to dissolution [provided no wrongful conduct, see statute]; …(2) The persons winding up the business or affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company: (A) Prosecute and defend suits; (B) Settle and close the business of the limited liability company; (C) Dispose of and transfer the property of the limited liability company; (D) Discharge the liabilities of the limited liability company; and (E) Distribute to the members any remaining assets of the limited liability company. IV. PAYMENT OF DEBTS AND DISTRIBUTION OF ASSETS Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company; (2) Unless otherwise provided in writing in an operating agreement, to members or former members in satisfaction of liabilities for distributions; …(3) Unless otherwise provided in writing in an operating agreement, to members and former members first for the return of their contribution and second in proportion to the members’ respective rights to share in distributions from the limited liability company prior to dissolution. 1.All of the debts (including debts to members) of the LLC must be paid or adequate provision made for their payment before any additional distributions of LLC assets can be made.2. A debt is "adequately provided for" by either of the following means (though you are not limited to these two methods, these methods do have statutory approval): Payment may be assumed or guaranteed by one or more financially responsible persons (or by the United States government or any agency thereof). The provision for payment and the financial responsibility of the person assuming or guaranteeing payment must be determined in good faith and with reasonable care by the members or managers of the LLC to be adequate at the time of any distribution of assets.  The LLC may deposit the maximum amount of the claim with the Controller in trust for the benefit of those lawfully entitled to the payment, dividend, distribution, or the amount of the claim. 3.Once the LLC's debts have been paid or provided for, then, unless the Articles of Organization or a written operating agreement provide otherwise, distributions can be made to the following IN THE FOLLOWING ORDER OF PREFERENCE:  To members for (1) a claim a member may have against the LLC, (2) for profits (or losses) to which a member may be entitled, and (3) for reimbursement to a member for any unlawful distributions. To members for the return of their contributions.To members in the proportions in which those members share in distributions.V. KNOWN CLAIMS AGAINST THE DISSOLVED COMPANY PLEASE NOTE: It may be easier and/or more desirable for the LLC to simply pay all known debts! (a) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution and following the procedures described in this section. (b) The limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must [see Form, below]: (1) Describe information that must be included in a claim.(2) Provide a mailing address where a claim may be sent.(3) State the deadline by which the limited liability company must receive the claim. The deadline may not be less than one hundred twenty (120) days after the later of the date of the written notice or the filing of articles of dissolution.(4) State that the claim will be barred if not received by the deadline. (c) A claim against the limited liability company is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the limited liability company by the deadline; or (2) If a claimant whose claim was rejected by the limited liability company does not commence a proceeding to enforce the claim within ninety (90) days after the date of the rejection notice or deemed rejection. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. (e) Provided, that any claim not responded to by the limited liability company within thirty (30) days after receipt shall be deemed to have been rejected. VI. UNKNOWN CLAIMS AGAINST THE DISSOLVED COMPANY(a) A limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice. (b) The notice must: (1) Be published once in a newspaper of general circulation in the county where the limited liability company's principal office or, if none in this state, its registered office is 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 the earlier of five (5) years after the publication of the notice or the expiration of the applicable period of limitations otherwise provided under law. (c) If the limited liability company publishes a newspaper notice in accordance with subsection (b) of this section and files articles of dissolution, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within the earlier of the applicable period of limitations otherwise provided under law or five (5) 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 written notice under §4-32-907; or (2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) Against the limited liability company, to the extent of its undistributed assets; or (2) If the assets have been distributed in liquidation, against a member of the limited liability company to the extent of his or her pro rata share of the claim or the assets of the limited liability company distributed to him or her in liquidation, 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 or her in liquidation.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 1 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT TO:______________________________ __________________________________________________________________________________________ You are hereby notified that on the _____day of _____________________________, 20 _____, [name of LLC], an Arkansas limited liability company, filed Articles of Dissolution with the Secretary of State and has commenced the winding up of the business and affairs of the company.You may be able to assert a claim against the LLC. If you have a claim against the LLC, You must include the following information:_____________________________________________________________________________Describe your claim in detail, making sure to include the above information:______________________________________________________________________________ ______________________________________________________________________________The deadline for our receiving your claim is the ____ day of ___________, 20____. Your claim will be barred if not received by this deadline.[Note: The deadline may not be less than one hundred twenty (120) days after the later of the date of this written notice or the filing of articles of dissolution.] Mail your claim to the following address:_____________________________________________________________________________Signed: _________________________________Title: ___________________________________ Date: ______________________________ FORM 2 ARTICLES OF DISSOLUTION Download by clicking this link, or copying it to the address window of your internet browser. http://www.uslegalforms.com/dissolution/AR/AR-DissLLC.pdf This 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. FOLLOW THE INSTRUCTIONS ON THE FORM. MAIL TO SECRETARY OF STATE WITH $50.00 FILING FEE. FORM 3 FINAL FRANCHISE TAX REPORT Download by clicking this link, or copying it to the address window of your internet browser. http://www.uslegalforms.com/dissolution/AR/AR-DissLLC-tax.pdf FOLLOW THE INSTRUCTIONS ON THE FORM.