Fill and Sign the Indiana Dissolution Package to Dissolve Limited Liability Company Llc Electronic Version Indiana Form

LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION INDIANA Electronic Version STATUTORY REFERENCE INDIANA CODE, §§ 23-18-9-1 through 23-18-9-10 INTRODUCTORY NOTES AND LAW SUMMARY Unless the operating agreement provides to the contrary, a limited liability company (LLC) formed BEFORE June 30, 1999, is dissolved and its affairs must be wound up on the first of the following to occur: 1. At the time or upon the occurrence of events specified in the articles of organization or the operating agreement. 2. Written consent of all the members. 3. An event of dissociation occurs with respect to a member, unless the business of the LLC is continued by the consent of all the remaining members not more than ninety days after the occurrence of the event or as otherwise provided in the articles of organization or the operating agreement. 4. Entry of a decree of judicial dissolution. Unless the operating agreement provides to the contrary, a limited liability company (LLC) formed AFTER June 30, 1999, is dissolved and its affairs must be wound up on the first of the following to occur: 1. At the time or on the occurrence of events specified in the articles of organization or the operating agreement. 2. If there is one class or group of members, then upon the written consent of two-thirds in interest of the members or, if there is more than one class or group of members, then upon the written consent of two-thirds in interest of each class or group of members. 3. Entry of a decree of judicial dissolution under section 2 of this chapter. A LLC is dissolved and the LLC's affairs must be wound up if there are no members. However, if, under a provision in the operating agreement, not more than ninety (90) days after the occurrence of the event that caused the last remaining member to cease to be a member, the personal representative of the last remaining member agrees in writing to continue the business of the LLC and to the admission of the personal representative or the personal representative's nominee or designee to the LLC as a member, effective as of the time of the event that caused the last remaining member to cease to be a member. A dissolved LLC may only carry on business that is appropriate to wind up and liquidate its business and affairs, including the following: 1. Collecting its assets. 2. Disposing of properties that will not be distributed in kind to members. 3. Discharging or making provision for discharging liabilities. 4. Distributing the remaining property among the members. 5. Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a LLC does not: 1. Transfer title to the LLC's property. 2. Alter the personal liability of members under § 23-18-3-3. 3. Subject members or managers to standards of conduct different from those prescribed under § 23-18-4-2. 4. Change the:  Voting requirements for members or managers;  Provisions for appointment, resignation, or removal of managers, if any; or  Provisions for amending the operating agreement. 6. Prevent commencement of a proceeding by or against the LLC in its name. 7. Abate or suspend a proceeding pending by or against the LLC on the effective date of dissolution. 8. Terminate the authority of the registered agent of the LLC. Unless otherwise provided in a written operating agreement, the business and affairs of the LLC may be wound up by the members or managers with authority to manage the LLC or, if a member or manager has engaged in wrongful conduct or upon other cause shown, the circuit or superior court. Upon the winding up of a LLC, the assets must be distributed as follows: 1. To creditors, including members and managers who are creditors to the extent permitted by law, to satisfy the liabilities of the LLC whether by payment or by the establishment of adequate reserves except for liabilities for distributions to members under §§ 23-18-5- 4 and IC 23-18-5-5 or § 23-18-5-5.1. 2. Unless otherwise provided in the operating agreement, to members and former members to satisfy the liabilities for distributions under §§ 23-18-5-4 and 23-18-5-5. 3. Unless otherwise provided in the operating agreement, to members in proportion to the returned contribution. A "claim" against the LLC does not include a contingent liability or a claim based on an event occurring after the date of dissolution. A dissolved LLC may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the dissolution. The written notice must contain the following: 1. The amount that the dissolved LLC believes will satisfy the claim. 2. A statement that the creditor has the right to dispute the amount of the claim and a description of the procedure for disputing the amount of the claim. 3. A mailing address where a dispute of the amount of the claim may be sent. 4. The deadline, which may not be less than sixty days after the effective date of the written notice, for receiving disputing claims. 5. A statement that the claim will be fixed at the amount specified by the dissolved limited liability company if a dispute of the amount of the claim is not received by the deadline. If the amount of the claim is disputed, the claimant must notify the dissolved LLC of the dispute by the deadline. If the dissolved LLC rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not more than ninety days after the effective date of the LLC's rejection notice. The amount of the claim is fixed if the claimant does not notify the dissolved LLC by the deadline or if the claimant has notified the dissolved LLC of a dispute and has received a rejection notice and does not commence a proceeding within ninety days from the effective date of the rejection notice. Regardless of a dispute in the amount of the claim, the dissolved LLC must tender to the claimant the amount of the claim specified in the notice of the claim not more than thirty days after the date that the claim becomes fixed or the date that the claimant commences the proceeding to enforce the claim. A dissolved LLC may publish notice of its dissolution and request that persons with claims against the LLC present them in accordance with the notice. The notice must: 1. Be published one time in a newspaper of general circulation in the county where the dissolved LLC's principal office, or, if there is none in Indiana, where 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. 3. State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced not more than two (2) years after the publication of the notice. If the dissolved LLC publishes the statutorily provided notice, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved LLC not more than two (2) years after the publication date of the notice: 1. A claimant who did not receive written notice. 2. A claimant whose claim was timely sent to the dissolved LLC but not acted on. 3. A claimant whose claim is contingent or based on an event occurring after the date of dissolution. A claim may be enforced: 1. Against the dissolved LLC to the extent of its undistributed assets; or 2. If the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the assets distributed to the member in liquidation, whichever is less. However, a member's total liability for all claims may not exceed the total amount of assets distributed to the member. Assets of a dissolved LLC that should be transferred to a creditor, claimant, or member of the LLC who cannot be found or who is not competent to receive the assets must be reduced to cash and deposited with the treasurer of state or other appropriate state official for safekeeping. STEPS TO DISSOLVE AN INDIANA LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: SEE FORM 2 - ARTICLES OF DISSOLUTION Instructions to complete the Notice of Dissolution:  The Articles should be typed or printed legibly in black ink.  Provide the name of the LLC.  Provide the principal office address of the LLC.  Indicate who is signing the Articles on behalf of the LLC, the date signed, and the printed name of the signer.  Execute the Articles.  File the original and one copy of the Articles  The filing fee is $30.00. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the filing fee to: Secretary of State Corporations Division 302 West Washington Street, Room E018 Indianapolis, Indiana 46204 Telephone: 317-232-6576 A transmittal letter to send with the Notice is included for your use. SEE FORM A - TRANSMITTAL LETTER Step 3: SEE FORM 3 - NOTICE TO CLAIMANTS SEE FORM 4 - NOTICE TO CLAIMANTS (For Publication) This Notice must be published one time in a newspaper of general circulation in the county where the dissolved LLC's principal office, or if there is none in Indiana, where its registered office is or was last located. SEE FORM 5 - NOTICE OF REJECTION OF CLAIM 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 302 West Washington Street, Room E018 Indianapolis, Indiana 46204 Re: __________________________ Dear Sir: Enclosed please find the original and one copy of Articles of Dissolution for ______________________________________________, a Tennessee limited liability company. Also enclosed is the filing fee. 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 ________________________________________ AN INDIANA LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Indiana 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 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/IN/IN-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. FORM 3 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, an Indiana limited liability company, filed Articles of Dissolution with the Secretary of State. You may be able to assert the following claim against the LLC (describe claim): ______________________________________________________________________________ ______________________________________________________________________________ Your claim is _____ NOT ADMITTED _____ ADMITTED IN THE AMOUNT OF $______________________ AS OF THE _____ DAY OF ______________, 20 _____. Disputed claim must be received by ________________________________________________ (this can be no less than sixty days from the date of this notice). Disputed claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOU HAVE A RIGHT TO DISPUTE THE AMOUNT OF THIS CLAIM. HOWEVER, YOUR CLAIM WILL BE FIXED AT THE AMOUNT SET OUT ABOVE IF WRITTEN NOTICE SETTING OUT THAT YOU DISPUTE THIS AMOUNT AND SETTING OUT THE AMOUNT THAT YOU CLAIM IS DUE TO YOU IS NOT RECEIVED BY THE DEADLINE. Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE TO UNKNOWN CLAIMANTS (For Publication) NOTICE TO UNKNOWN CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, __________________________________________________________________, an Indiana corporation, filed Articles of Dissolution with the Department of State. You may be able to assert a claim against the LLC. If you have a claim against the LLC, describe the claim in detail and mail it to the address listed below. Your claim must be received by __________________________________________________. Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED NOT MORE THAN TWO YEARS AFTER THE PUBLICATION OF THIS NOTICE. Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, an Indiana limited liability company, rejected all or part of the claim you submitted to the corporation. _____ ALL OF YOUR CLAIM WAS REJECTED. _____ A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ _____ YOUR CLAIM WILL BE ALLOWED IN THE AMOUNT OF $ ___________________ Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________