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LIMITED LIABILITY COMPANY DISSOLUTION PACKET: STATE OF UTAH Electronic Version STEPS AND GUIDELINES TO DISSOLVE A UTAH LIMITED LIABILITY COMPANY STATUTORY REFERENCE: Utah Code, Title 48, Chapter 3a. 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 summary and instructions. I. DISSOLUTIONA.A limited liability company is dissolved upon the occurrence of any of the following:1) When the period fixed for the duration of the company expires;2) At such times as the company fails to have at least one member;3) By written agreement signed by all members;4) Upon the occurrence of a dissolution event specified in the articles of organization or operating agreement; 5) When the company is not the successor company in the merger or consolidation of two or more companies; 6) Upon administrative dissolution, subject to right of reinstatement; or 7) Upon entry of a decree of judicial dissolution. NOTE: THIS FORM PACKET DOES NOT ADDRESS ADMINISTRATIVE OR JUDICIAL DISSOLUTION. B.A dissolved company continues its existence but may not carry on any business or activities except as appropriate to wind up and liquidate its business and affairs (see below). Dissolution of a company does not:1)Transfer title to the company's property;2)Prevent transfer of an interest in the company;3) Subject its members or managers to standards of conduct different from thoseprescribed in the Utah Revised Limited Liability Company Act (“the Act”);4) Change: (a) limited liability provided under the Act; (b) voting requirements for its members or managers; (c) provisions for selection, resignation, or removal of its managers; or (d) provisions for amending its articles of organization or operating agreement;5) Prevent commencement of a proceeding by or against the company in its company name;6) Abate or suspend a proceeding pending by or against the company on the effective date of dissolution; or7)Terminate the authority of the registered agent of the company.C.After any event of dissolution (other than administrative or judicial dissolution) theperson acting for the company, shall deliver to the division for filing articles of dissolution setting forth:See, Form 1, below.II. WINDING UPA.The winding up of a dissolved company is the process consisting of collecting all amounts owed to the company, selling or otherwise disposing of the company's assets and property, paying or discharging the taxes, debts and liabilities of the company or making provision for the payment or discharge, and distributing all remaining company assets and property among the members of the company according to their interests. There is no fixed time period for completion of winding up a dissolved company except that the winding up should be completed within a reasonable time under the circumstances.B. A dissolved company in winding up has all powers of a company that is not dissolved but those powers may be used only for the purpose of winding up and not for the carrying on of any business or activity other than that necessary for winding up. Those powers include, but are not limited to, the power to: 1) Continue the business of the company for the time reasonably necessary to obtain appropriate financial results for the members and creditors of the company;2)Hire and fire employees, agents, and service providers;3) Settle or compromise claims or debts owed to the company or claims brought against, or debts owed by, the company;4) Sell, exchange, or otherwise dispose of property of the company whether for cash or on terms;5) Convey and transfer property of the company;6)Sue to collect amounts owed to the company and to recover property or rights belonging to the company;7)Initiate and defend claims in any proceeding;8) Settle disputes by mediation, arbitration, or court action; and9) Perform every other act necessary to wind up and liquidate the business and affairs of the company.C.Unless otherwise provided in the operating agreement and except for persons appointed by the court in a judicial dissolution, the following persons, in the order of priority indicated, shall have the right to wind up the business of a dissolved company:1) If the company is manager-managed, first, the existing managers or, second, an agent designated by the existing managers or, third, the existing members, or fourth, an agent designated by the existing members;2) If the company is member-managed, first, the existing members or, second, an agent designated by the existing members;3)If there are no existing managers or members, first, an agent designated by the last surviving member or, second, an agent designated by the successors in interest of the last surviving member; or4)In any situation not covered above, a person appointed by a court of competent jurisdiction upon application of any interested person.D. The person who winds up the business and affairs of a dissolved company becomes a trustee for the members and creditors of the company and, in that capacity, may sell or distribute any company property discovered after dissolution, convey real estate, and take any other necessary action on behalf of and in the name of the company; and shall not be personally liable to anyone by reason of that person's actions in winding up the company except for damages resulting from the person's gross negligence or willful misconduct. E.A dissolved company in winding up shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, known to the company and all claims and obligations which are known to the company but for which the identity of the claimant is unknown. If there are sufficient assets, the claims and obligations shall be paid in full and any such provision for payment shall be made in full. If there are insufficient assets, the claims and obligations shall be paid or provided for according to their priority under law and, among claims and obligations of equal priority, ratably to the extent of assets available therefor.F. Unless otherwise provided in the articles of organization or operating agreement of the dissolved company, any remaining assets shall be distributed as follows:1) After dissolution, and during winding up, the assets of the company shall be applied to pay or satisfy: (a) first, the liabilities to creditors other than members, in the order of priority as provided by law; (b) second, the liabilities to members in their capacities as creditors, in the order of priority as provided by law; and (c) third, the expenses and cost of winding up. 2)Company assets remaining after application as stated above shall be allocated and distributed to the members as provided in the articles of organization or operating agreement, or if not so provided, in accordance with the members' final capital account balances after allocation of all profits and losses including profits and losses accrued or incurred during winding up. G. In the process of winding up, a dissolved company may dispose of the known claims against it by giving written notice of the company's dissolution to known claimants at any time after the effective date of the dissolution. The written notice must:1)Describe the information that must be included in a claim;2)Provide an address to which written notice of claim must be given to the company;3) State the deadline by which the dissolved company must receive the claim (may not be less than 120 days after the effective date of the dissolved company’s notice to the claimant;4)State that, unless sooner barred by another statute limiting actions, the claim will be barred if not received by the deadline. See, Form 2, below. Unless sooner barred by another statute limiting actions, a claim against the dissolved company is barred if: 1)A claimant was given proper notice and the claim is not received by the dissolved company by the deadline; or2)The dissolved company delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim, and the claimant whose claim was rejected by the dissolved company does not commence a proceeding (a civil action, or arbitration under an agreement for binding arbitration) to enforce the claim within 90 days after the effective date of the rejection notice.Claims that are not rejected in writing by the dissolved company within 90 days after receipt of the claim shall be considered approved. For purposes of the direct written notice to claimants, a “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.H. A dissolved company in winding up may publish notice of its dissolution and request that persons with claims against the company present them in accordance with the notice. This notice must: 1) Be published once a week for three successive weeks in a newspaper of general circulation in the county where the dissolved company's designated office or, if it has no designated office in this state, its registered office, is or was last located;2) Describe the information that must be included in a claim and provide an address to which written notice of any claim must be given to the company;3)State the deadline, which may not be fewer than 120 days after the first date of publication of the notice, by which the dissolved company must receive the claim; and4)State that, unless sooner barred by another statute limiting actions, the claim will be barred if not received by the deadline.See, Form 3, below.If the dissolved company publishes a newspaper notice in accordance with the above, then unless sooner barred under the direct written notice provisions (G., above) or under another statute limiting actions, the claim of any claimant against the dissolved company is barred if:1) The claim is not received by the dissolved company by the deadline; or2)The dissolved company delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim and the claimant whose claim was rejected by the dissolved company does not commence a proceeding (a civil action, or arbitration under an agreement for binding arbitration) to enforce the claim within 90 days after the effective date of the rejection notice. Claims that are not rejected by the dissolved company in writing within 90 days after receipt of the claim by the dissolved company shall be considered approved.For purposes of notice by newspaper publication, “claim” means any claim, including claims of the state whether known or unknown, due or to become due, absolute or contingent, liquidated or unliquidated, founded on contract, tort, or other legal basis, orotherwise.I. A claim may be enforced against a dissolved company in winding up to the extent of its undistributed assets, or against one or more members of the dissolved company to the extent the assets have been distributed to the members in winding up. The total liability for all claims under this section may not exceed the total value of assets distributed to the members during winding up as that value is determined at the time of distribution. Any member required to return any portion of the value of assets received by that member during winding up shall be entitled to contribution from all other members. The contributions shall be in accordance with the respective rights and interests of the members and may not exceed the value of the assets received in winding up.J.Assets of a dissolved company that should be transferred to a creditor, claimant, or member of the company who cannot be found shall be reduced to cash and deposited with the state treasurer in accordance with Title 67, Chapter 4a, Unclaimed Property Act.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 FORM 1 ARTICLES OF DISSOLUTION 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/UT/UT-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. INSTRUCTIONS: This form MUST be completed with a typewriter, or by using your computer to type your information directly into the form, then saving and printing the document with your information. Do not use a pen, except to sign in the “By:” space.There is no filing fee for filing this form.Follow any additional instructions on the form. FORM 1a TRANSMITTAL LETTER INSTRUCTIONS:Confirm return address, date, sign and send by regular mail with filing fee and original plus one copy of the completed Articles of Dissolution.Enclose a self-addressed, stamped envelope and include an exact copy of the completed form if you want a filed copy returned to you. [Return Name and Address] ____________________________________ ____________________________________ ____________________________________ ____________________________________ [Date]___________________Utah Department of CommerceDivision of CorporationsS.M. Box 146605Salt Lake City, UT 84114-6705Re: Articles of Dissolution for LLCDear Sir:Enclosed please find an original and one copy of LLC Articles of Dissolution.Please file and provide a filed copy to me, in the enclosed self-addressed, stamped envelope.Please contact me at the above address if you require anything further.With kindest regards, I amSincerely yours,__________________________ Signature FORM 2 NOTICE TO CLAIMANT Instructions: Make as many copies of this blank form as needed. Complete with pertinent information for each claimant, sign, date and mail. NOTICE TO CLAIMANT TO: ___________________________ DATE OF NOTICE: ______________________ _________________________________________________________________________________ You are hereby notified that on the _____ day of _____________________, 20_____, ___________________________________________________________________, a Utah limited liability company, filed Articles of Dissolution 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. Unless sooner barred by another state statute limiting actions, your claim will be barred by law if not received by this deadline.By: _____________________________________Title: ___________________________________ Date: ___________________________________ FORM 3 NEWSPAPER NOTICE TO CLAIMANTS Instructions: Contact a newspaper in general circulation in the county where the dissolved company's designated office or, if it has no designatedoffice in this state, its registered office, is or was last located. Fill out the form. Omit the “following additional information” sectionif there is no additional information needed. Arrange to have this notice publish once a week for three successiveweeks in the paper’s legal section. NOTICE TO CLAIMANTSDate of Notice: _________________________You are hereby notified that on the _____ day of _____________________, 20_____, ___________________________________________________________________, a Utah limited liability company, filed Articles of Dissolution and has commenced the winding up of the business and affairs of the company. This notice is published pursuant to Utah Code Section 48-2c-1306. If you have a claim against the LLC, describe the claim in detail and mail it to the address listed below.The following additional information 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. Unless sooner barred by another state statute limiting actions, your claim will be barred by law if not received by this deadline.By: [type name]___________________________Title: ___________________________________