Fill and Sign the Georgia Limited Form

LIMITED LIABILITY DISSOLUTION PACKET: STATE OF GEORGIA Electronic Version STEPS AND GUIDELINES TO DISSOLVE A GEORGIA LLC There are several steps that a Georgia limited liability company must go through to dissolve. In addition to the procedures and the forms, when applicable, necessary to accomplish a LLC dissolution, additional "non-form" procedures are set out herein. Step 1: Preliminary Procedures 1. Unless otherwise provided in the articles of organization or in a written operating agreement, the unanimous vote or consent of the members shall be required to approve dissolution of the limited liability company. Georgia Code, 14-11-308. 2. If your LLC was formed prior to July 1, 1999, its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in the articles of organization or a written operating agreement. (2) Upon the happening of events specified in the articles of organization or a written operating agreement. (3) At a time approved by all the members. (4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after any event of dissociation with respect to any member (other than an event specified in paragraph (1) of subsection (a) of Code Section 14-11-601), unless within such 90 day period the limited liability company is continued by the written consent of all other members or as otherwise provided in the articles of organization or a written operating agreement. OR (5) Entry of a decree of judicial dissolution. Georgia Code, 14-11-602(a). 3. If your LLC was formed on or after July 1, 1999, its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in the articles of organization or a written operating agreement. (2) Upon the happening of events specified in the articles of organization or a written operating agreement. (3) At a time approved by all the members. (4) Subject to contrary provision in the articles of organization or a written operating agreement, 90 days after an event of dissociation with respect to the last remaining member, unless otherwise provided in the articles of organization or a written operating agreement. OR (5) Entry of a decree of judicial dissolution. Georgia Code, 14-11-602(b). 4. Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution, the members or managers in whom management of the limited liability company was vested prior to dissolution may wind up a dissolved limited liability company's affairs, or, if there are no such members or managers at the time of or at any time after such dissolution, such persons as may be designated by the persons then entitled to receive a majority of all subsequent distributions, if any, from the limited liability company may wind up the limited liability company's affairs. Gerogia Code, 14-11-604(a). 5. Except so far as may be appropriate to wind up the limited liability company's affairs or to complete transactions begun but not then finished, dissolution terminates all authority of every person to act for the limited liability company; provided, however, that, prior to the filing of a statement of commencement of winding up, the limited liability company shall be bound to any person who lacks knowledge of the dissolution with respect to any transaction which would bind the limited liability company if dissolution had not taken place. Georgia Code, 14-11-604(b). Step 2: SEE FORM 1 - STATEMENT OF COMMENCEMENT OF WINDING UP (Georgia Code 14-11-606) When the members unanimously vote to dissolve the LLC, a STATEMENT OF COMMENCEMENT OF WINDING UP should be filed with the Secretary of State. 1. Provide the name of the LLC. 2. Provide the date the members unanimously voted to dissolve the LLC and to begin the winding up activities. 3. Provide the date and the signature of a person authorized to act on behalf of the LLC in the winding up activities. This person may be a member, a manager, or by an organizer if there are no members or managers remaining. 4. The filing fee is $20.00 Mail the original and one copy of the STATEMENT OF COMMENCEMENT OF WINDING UP, along with the $20.00 filing fee, to: Secretary of State Corporations Division 315 West Tower, #2 Martin Luther King, Jr. Drive Atlanta, Georgia 30334-1530 (404) 656-2817 Step 2: Winding up Activities . Georgia Code, 14-11-605. 1. In connection with its winding up, a limited liability company shall (1) discharge, make provision to discharge, or dispose of its liabilities, and (2) subject to any applicable provisions in the articles of organization or a written operating agreement, distribute its remaining assets to its members. 2. To the extent a dissolved limited liability company does not discharge, make provision to discharge, or dispose of pursuant to Code Sections 14-11-607 and 14-11-608 a claim against it, such claim may be enforced: (1) Against the limited liability company, to the extent of its undistributed assets; or (2) Against each member receiving a distribution in winding up, to the extent of the assets so distributed to such member; provided that a member's total liability for all such claims shall not exceed the total amount of assets so distributed to him or her. 3. As respects any such claims, the limited liability company and its members shall have rights of contribution among themselves so as to produce, insofar as practicable, the effects that would have been produced had such claim been discharged by the limited liability company prior to any distribution to members. Step 3: Disposing of Known Claims Against the LLC (Method 1) Georgia Code, 14-11-607. SEE FORM 2 - NOTICE TO CLAIMANTS . 1. Provide the name of the LLC. 2. Describe the information that the LLC wants a claimant to include in its claim. 3. Provide the mailing address where the claim may be sent. 4. State the deadline by which the claim may be received. This date must be no less than six months from the date of mailing the notice. 5. There is nothing to add to this section. 6. There is nothing to add to this section. 7. NOTE: A claim against the LLC is barred:  If a claimant who was given written notice does not deliver the claim to the dissolved limited liability company by the deadline; or  If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within one year from the date of mailing of the rejection notice. 7. For purposes of this Code section, the term "claim" does not include a contingent liability or a claim based on an event occurring after the filing of the statement of commencement of winding up. Step 4: Disposing of Known Claims Against the LLC (Method 2) Georgia Code, 14-11-608 and 14-11-609. SEE FORM 3 - REQUEST FOR CLAIMS 1. Provide the name of the LLC. 2. Describe the information that the LLC wants a claimant to include in its claim. 3. Provide the mailing address where the claim may be sent. 4. There is nothing to add to this section. 5. The REQUEST FOR CLAIMS shall be mailed or delivered to the publisher of a newspaper that is the official organ of the county where the registered office of the limited liability company is located, or that is a newspaper of general circulation published within such county whose most recently published annual statement of ownership and circulation reflects a minimum of 60 percent paid circulation, a request to publish the request for claims. The request for publication of the request for claims shall be accompanied by a check, draft, or money order in the amount of $40.00 in payment of the cost of publication. The notice shall be published once a week for two consecutive weeks commencing within ten days after receipt of the notice by the newspaper. NOTES If a dissolved limited liability company that has filed a statement of commencement of winding up publishes a request described in subsection (b) of this Code section, all claims not otherwise barred will be barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the date of the publication of the request, except: (1) Claims that are contingent at the time of the filing of the statement of commencement of winding up; and (2) Claims that arise after the filing of the statement of commencement of winding up. Georgia Code, 14-11-608(c). If a dissolved limited liability company publishes a request as described above, a claim not otherwise barred of a claimant whose claim is contingent at the time of the filing of the statement of commencement of winding up or based on an event occurring after the filing of the statement of commencement of winding up is barred against the limited liability company, its members, and managers unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the date of filing of a certificate of termination or five years after the date of the second publication of the request, whichever is later. Georgia Code, 14-11-608(d). Step 5: SEE FORM 4 - CERTIFICATE OF TERMINATION Georgia Code, 14-2-610. 1. Provide the name of the LLC. 2. There is nothing to be added to this section. 3. There is nothing to be added to this section. 4. Provide the date and the signature of a person authorized to act on behalf of the LLC in the winding up activities. This person may be a member, a manager, or by an organizer if there are no members or managers remaining. 5. The filing fee is $20.00 Mail the original and one copy of the CERTIFICATE OF TERMINATION, along with the $20.00 filing fee, to: Secretary of State Corporations Division 315 West Tower, #2 Martin Luther King, Jr. Drive Atlanta, Georgia 30334-1530 (404) 656-2817 STATUTORY NOTE GEORGIA CODE, 14-11-611: 4-2-1408(b): Deeds or other instruments requiring execution after the filing of a certificate of termination by a dissolved limited liability company may be signed by any person who had authority to wind up the dissolved limited liability company under the provisions of subsection (a) of Code Section 14-11-604. 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 STATEMENT OF COMMENCEMENT OF WINDING UP (OF A GEORGIA LIMITED LIABILITY COMPANY) STATEMENT OF COMMENCEMENT OF WINDING UP (OF A GEORGIA LIMITED LIABILITY COMPANY) The within name Georgia limited liability company hereby files its STATEMENT OF COMMENCEMENT OF WINDING UP: 1. The name of the limited liability company is: ____________________________________ 2. The members of the LLC voted unanimously to dissolve the LLC and to begin winding up activities on: ______________ Date: ______________ Signature: _____________________________________ Printed Name: ______________________ Capacity in Which Signed: ____________ FORM 2 NOTICE TO CLAIMANTS NOTICE TO CLAIMANTS Notice is given that, having voted to dissolve, the within name limited liability company has delivered a STATEMENT OF COMMENCEMENT OF WINDING UP to the Secretary of State for filing in accordance with the Georgia Business Corporation Code: 1. The name of the limited liability company is: _________________________ 2. All claimants having claims against the limited liability company shall include the following information: ________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ 3. All claims should be mailed to the following address: _________________________ _________________________ _________________________ 4. The deadline by which claims must be received is (must be at least six months from the date of this notice): ___________________________________________________________________________ 5. Your claim will be barred if not received by the above deadline. 6. The limited liability company will give notice of acceptance or rejection of all claims that are received in timely fashion within six months after the deadline for receipt of claims. Signed: _______________________________ Date: _____________________ Title: _________________________________ FORM 3 REQUEST FOR CLAIMS REQUEST FOR CLAIMS Notice is given that, having voted to dissolve, the within name limited liability company has delivered a STATEMENT OF COMMENCEMENT OF WINDING UP to the Secretary of State for filing in accordance with the Georgia Business Corporation Code: 1. The name of the limited liability company is: _____________________________________ 2. All claimants having claims against the limited liability company shall include the following information: ________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ 3. All claims should be mailed to the following address: _________________________ _________________________ _________________________ Except for claims that are contingent at the time of the filing of the statement of commencement of winding up or that arise after the filing of the statement of commencement of winding up, a claim against the limited liability company not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of this request. Signed: _______________________________ Date: _____________________ Title: _________________________________ FORM 4 CERTIFICATE OF TERMINATION CERTIFICATE OF TERMINATION This Certificate of Termination is filed on behalf of the limited liability company herein named. 1. The name of the limited liability company is: _____________________________________ 2. All known debts, liabilities, and obligations of the limited liability company have been paid, discharged, or barred or that adequate provision has been made therefor. 3. There are no actions pending against the limited liability company in any court, or, in the alternative, adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending action. Signature: _____________________________ Date: ___________________________ Printed Name: _________________________ Capacity in Which Signed: _________________________