Fill and Sign the Iowa Dissolution Package to Dissolve Limited Liability Company Llc Iowa Form

LIMITED LIABILITY DISSOLUTION PACKET - STATE OF IOWA - Electronic Version STATUTORY REFERENCE Iowa Code , Title XII, Subtitle 2, Chapter 490A – Limited Liability Companies (See, Sections 1301-1307) Click the link to view statutes. 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 * * * SELECTIONS FROM STATUTES What follows are selections from selected statutes of the Iowa Code relating to dissolution of LLCs. We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that not all statutes are listed here, and of those that are listed, some parts of some statutes are omitted, as indicated. Refer to the above link to view the statutes in their entirety on-line. 490A.1301 Dissolution - general provisions A limited liability company organized under this chapter is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events: 1. At the time or on the happening of an event specified in this chapter or in the articles of organization or an operating agreement to cause dissolution. 2. Upon the unanimous written consent of the members. 3. The entry of a decree of judicial dissolution under section 490A.1302 . NOTE: “JUDICIAL DISSOLUTION” IS BEYOND THE SCOPE OF THIS PACKAGE. 490A.1303 Winding up Unless otherwise provided in the articles of organization or an operating agreement, members who have not wrongfully dissolved a limited liability company may wind up the limited liability company's affairs… 490A.1304 Distribution of assets upon dissolution Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the order as follows: 1. To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than for distributions to members under section 490A.803 or section 490A.805 . 2. Unless otherwise provided in the articles of organization or an operating agreement, to members and former members in satisfaction of liabilities for distributions under section 490A.803 or section 490A.805 . 3. Unless otherwise provided in the articles of organization or an operating agreement, to members first for the return of their capital contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions. 490A.1305 Articles of dissolution 1. Upon the completion of winding up of the limited liability company, articles of dissolution shall be delivered to the secretary of state for filing. The winding up of a limited liability company shall be completed when all debts, liabilities, and obligations of the limited liability company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited liability company have been distributed to the members. The articles of dissolution shall set forth all of the following: a. The name of the limited liability company. b. The date of filing of the articles of organization and each amendment thereto. c. The reason for filing the articles of dissolution. d. The effective date of dissolution if it is not to be effective on the filing of the articles of dissolution. e. Any other information the members or managers determine to include. 2. The limited liability company is dissolved upon the effective date of its articles of dissolution. 490A.1306 Known claims against dissolved limited liability companies NOTE: USLF recommends payment of all known, valid claims. A dissolved limited liability company may dispose of the known claims against it in accordance with this section. 1. The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must do all of the following: a. Describe information that must be included in a claim. b. Provide a mailing address where a claim may be sent. c. State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved limited liability company must receive the claim. d. State that the claim will be barred if not received by the deadline. 2. A claim against the dissolved limited liability company is barred if either of the following occurs: a. A claimant who was given written notice under subsection 1 does not deliver the claim to the dissolved limited liability company by the deadline. b. A claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. 3. 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. 490A.1307 Unknown claims against dissolved limited liability company 1. A dissolved limited liability company may also publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice. 2. The notice shall meet all of the following requirements: a. Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office or, if none in this state, its registered office is or was last located. b. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. c. State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. 3. If the dissolved limited liability company publishes a newspaper notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice: a. A claimant who did not receive written notice under section 490A.1306 . b. A claimant whose claim was timely sent to the dissolved limited liability company but not acted on. c. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. 4. A claim may be enforced under this section in either of the following ways: a. Against the dissolved limited liability company, to the extent of its undistributed assets. b. 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 limited liability company assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section shall not exceed the total amount of assets distributed to the member in liquidation. * * * STEPS AND GUIDELINES TO DISSOLVE AN IOWA LLC 1. An event must occur, or a decision must be made by the LLC, to dissolve the LLC. See 1301, above. 2. Wind up the business of the LLC (as per 1303, above) and distribute the assets ( as per 1304, above) 3. When these steps are completed, file the ARTICLES OF DISSOLUTION form (see below) with the Secretary of State. This form must be submitted with a $5.00 filing fee payable to the Secretary of State. Mail with $5.00 fee to: Secretary of State Business Services First Floor, Lucas Building 321 E. 12th St. Des Moines, IA 50319 Phone: 515-281-5204 (recommend call to confirm address for mailing, and fee amount.) 4. You may use the NOTICE TO CLAIMANTS (see below) form if you wish to attempt to dispose of any known claims against the LLC in accordance with 490A.1306, above. A separate notice must be sent to each known claimant whose claim you wish to attempt to dispose of. NOTE: USLF recommends you pay all known, valid claims during the winding up phase of dissolution. 5. A dissolved limited liability company may, if desired, also publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice. The notice must be published one time in a newspaper of general circulation in the county where the dissolved LLC’s principal office or, if none in this state, its registered office is or was last located. You may use the NOTICE OF DISSOLUTION below, for this purpose if desired. ARTICLES OF DISSOLUTION TO DISSOLVE AN IOWA LIMITED LIABILITY COMPANY (Iowa Code §409A.1301 et seq) 1. THE NAME OF THE LIMITED LIABILITY COMPANY IS: _______________________________. 2. THE DATE OF THE FILING OF ITS ARTICLES OF ORGANIZATION WAS: ________________. THE DATES OF FILING OF ANY AMENDMENTS TO THE ARTICLES OF ORGANIZATION: Description of Amendment Date 1. 2. 3. 4. 3. THE REASON FOR THE FILING OF THE ARTICLES OF DISSOLUTION: The Articles of Organization or Operating Agreement specified a time or event upon which the LLC would be dissolved, and this time or event has come to pass or occurred, per Iowa Code §490A.1301(A)(1). The Members gave their unanimous written consent to dissolve the LLC, per Iowa Code §490A.1301(A)(2). 4. THE DISSOLUTION IS EFFECTIVE ON THE DATE OF THE FILING OF THESE ARTICLES. _____________________________ Date: ____________ Signed _______________________________________________ Typed/Printed Name and Title NOTICE TO CLAIMANTS TO: ___________________________ ___________________________ ___________________________ ___________________________ Notice is given that the within name limited liability company has delivered ARTICLES OF DISSOLUTION to the Secretary of State for filing in accordance with the Iowa 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 120 days 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: _________________________________ NOTICE OF DISSOLUTION [for publication in newspaper] THE LIMITED LIABILITY COMPANY [name] ________________________________ HAS DISSOLVED BY FILING ARTICLES OF DISSOLUTION WITH THE IOWA SECRETARY OF STATE. IF YOU HAVE A CLAIM YOU MUST SEND IT TO [address] _______________. INCLUDE THE FOLLOWING INFORMATION [give info] ___________________________. A CLAIM AGAINST THE LIMITED LIABILITY COMPANY WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN FIVE YEARS AFTER THE PUBLICATION OF THIS NOTICE.