LLC Article 7

INTRODUCTORY NOTES

STATUTORY REFERENCE

NEW YORK CONSOLIDATED LAWS, Chapter 34, Article 7, §§ 701-705

NOTICE: This form packet deals ONLY with voluntary dissolution. Judicial dissolution is not addressed.

DISSOLUTION

A limited liability company (LLC) is dissolved and it must wind up its business affairs upon the first to happen of the following:

• the latest date on which the limited liability company is to dissolve as and if provided in the articles of organization or at the time specified in the operating agreement. If no date of dissolution is provided in the articles or the operating agreement, then the LLC has perpetual existence.
• the occurrence of that (those) event(s) specified in the operating agreement which trigger dissolution;
• the vote or written consent of at least a majority in interest of the members (if there is more than one class or group of members, then by at least a majority in interest of each class or group of members) subject to any requirement in the operating agreement requiring approval by a greater or lesser percentage in interest of the members or class or classes or group or groups of members;
• at any time there are no members (unless otherwise provided in the operating agreement, the limited liability company is not dissolved and is not required to be wound up if, within one hundred eighty days or such other period as is provided for in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the legal representative of the last remaining member agrees in writing to continue the limited liability company and to the admission of the legal representative of such member or its assignee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member); or
• the entry of a decree of judicial dissolution.

Unless the operating agreement provides to the contrary, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of any other event that terminates the continued membership of any member does not cause the limited liability company to be dissolved or its affairs to be wound up. Upon the occurrence of any such event, the limited liability company continues without dissolution unless within one hundred eighty days following the occurrence of such event, a majority in interest of all of the remaining members of the LLC or, if there is more than one class or group of members, then by a majority in interest of all the remaining members of each class or group of members, vote or agree in writing to dissolve the LLC.

WINDING UP

When a LLC is dissolved, and unless the operating agreement calls for a different procedure, the members may wind up the LLC's affairs.

Upon dissolution of a LLC, the persons winding up the LLC's affairs may, in the name of the LLC and without affecting the liability of members (including members participating in the winding up of the LLC's affairs):

• prosecute and defend suits, civil, criminal and administrative;
• settle and close the LLC's business;
• dispose of and convey the LLC's property;
• discharge the LLC's liabilities; and
• distribute to the members any remaining assets of the LLC.

DISTRIBUTION OF ASSETS

The assets of a dissolved LLC must be distributed as follows:

• to creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the LLC, whether by payment or by establishment of adequate reserves (this does not include liabilities for distributions to members and former members under § 507 or § 509 of Chapter 34);
• to members and former members in satisfaction of liabilities for distributions under § 507 or § 509 of Chapter 34 (or as provided in the operating agreement); and
• except as provided in the operating agreement, to members first for the return of their contributions, to the extent not previously returned, and second respecting their membership interests, in the proportions in which the members share in distributions in accordance with § 504 of Chapter 34.

ARTICLES OF DISSOLUTION

Within ninety days following the dissolution and the commencement of winding up of the LLC (or at any other time after the expiration of the time period for continuation of the LLC, articles of dissolution must be filed with the Secretary of State.

The cancellation of the articles of organization does not affect the liability of the members during the period of winding up and termination of the LLC.

STEPS AND GUIDELINES TO DISSOLVE A NEW YORK LIMITED LIABILITY COMPANY

Step 1: SEE FORM 1 - CONSENT OF MEMBERS TO DISSOLUTION

Step 2: Complete the winding up process as set out above in the Introductory Notes.

Step 3: SEE FORM 2 - ARTICLES OF DISSOLUTION

Instructions to complete the Articles of Dissolution:

• The Articles should be typed or printed legibly in black ink.
• FIRST - Provide the name of the LLC (if the name has been changed, provide the name under which the LLC was organized).and the file number of the LLC.
• SECOND - Provided the date on which the original articles of organization were filed.
• THIRD - Describe the events giving rise to the dissolution (see introductory notes).
• Provide the signature, the typed/printed name of the signer, and the title of the signer.
• File the original and one copy of the Articles of Dissolution.
• The filing fee is $60.00.

Mail the original and one copy of the ARTICLES OF DISSOLUTION and the $60.00 filing fee (make check payable to the Secretary of State) to:

New York Department of State
Division of Corporations
41 State Street,
Albany, NY 12231

Fax: (518) 474-4765
Telephone: (518) 474-0050

A cover letter to send with the Articles of Dissolution is included.

SEE FORM A - TRANSMITTAL LETTER

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FORM A
TRANSMITTAL LETTER

Date:

New York Department of State

Division of Corporations

41 State Street,

Albany, NY 12231

Re: Articles of Dissolution

Dear Sir:

Enclosed you will find the original and one copy of Articles of Dissolution and the filing fee of $60.00.

Please file and provide a “filed” copy to me.

Please contact me at the above address if you require anything further.

With kindest regards, I am

Sincerely yours,

FORM 1
CONSENT OF MEMBERS TO DISSOLUTION

RESOLUTION OF MEMBERS
OF
A NEW YORK LIMITED LIABILITY COMPANY

The undersigned, being all the members of , a New York limited liability company, hereby consent to the dissolution of the limited liability company.

Dated this the day of , 20

FORM 2
ARTICLES OF DISSOLUTION

(Based on instructions from page 4 of the packet)

FIRST: The name of the Limited Liability Company is:

If the name has been changed, the name under which the LLC was organized is:

The file number of the LLC is:

SECOND: The date on which the original articles of organization were filed is:

THIRD: Describe the events giving rise to the dissolution:

Signature of Authorized Person:

(Note: The actual FORM 2 is linked externally in the original document. These fields are provided based on the instructions.)