Fill and Sign the Mi Dissolve Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET: STATE OF MICHIGAN Electronic Version STEPS AND GUIDELINES TO DISSOLVE A MICHIGAN LIMITED LIABILITY COMPANY STATUTORY REFERENCE: Michigan Compiled Laws, 450.4801, et seq. The Michigan Limited Liability Company Act may be viewed in its entirety at this link: http://www.michiganlegislature.org/mileg.asp?page=getObject&objName=mcl-Act-23-of-1993&highlight 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 instructive selections from the Dissolution section of the Michigan Limited Liability Company Act. 450.4801 Dissolution and winding up; conditions. A limited liability company is dissolved and its affairs shall be wound up when the first of the following occurs: (a) At the time specified in the articles of organization. (b) Upon the happening of an event specified in the articles of organization or in an operating agreement, including a vote of members. (c) Upon the unanimous vote of all members entitled to vote. (d) Upon the entry of a decree of judicial dissolution. [NOTE: THIS FORM PACKET DOES NOT ADDRESS JUDICIAL DISSOLUTION . ] … 450.4804 Certificate of dissolution; execution; filing; contents. Upon the dissolution and commencement of winding up of the limited liability company, a certificate of dissolution shall be executed … [see, Form 1, below] . The certificate shall set forth all of the following: (a) The name of the limited liability company. (b) The reason for the dissolution. (c) The effective date of the dissolution if later than the date of filing of the certificate of dissolution. 450.4805 Winding up by managers, members, or circuit court; procedures; right to maintain actions. (1) Except as otherwise provided in the articles of organization, an operating agreement, or this section, the members or managers who have not wrongfully dissolved a limited liability company may wind up the company's affairs, but the circuit court for the county in which the registered office is located may wind up the limited liability company's affairs on application of, and for good cause shown by, any member, his or her legal representative, or assignee. (2) The members or managers who are winding up the limited liability company's affairs shall continue to function, for the purpose of winding up, in accordance with the procedures established by this act, the articles of organization, and operating agreements, shall be held to no greater standard of conduct than that described by section 404, and shall be subject to no greater liabilities than would apply in the absence of dissolution. (3) The limited liability company may sue and be sued in its name and process may issue by and against the company in the same manner as if dissolution had not occurred. An action brought by or against the company before its dissolution does not abate because of the dissolution. 450.4806 Dissolution; notice to existing claimants; contents; validity of claim not recognized; claims barred under certain conditions; “existing claim” defined; effective date of notice. [The LLC may choose to simply pay its debts to claimants/creditors without sending notices.] (1) The dissolved limited liability company may notify its existing claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice shall include all of the following [see, Form 2, below] : (a) A description of the information that must be included in a claim. The limited liability company may demand sufficient information to permit it to make a reasonable judgment whether the claim should be accepted or rejected. (b) A mailing address where a claim may be sent. (c) The deadline, which may not be less than 6 months after the effective date of the written notice, by which the dissolved limited liability company must receive the claim. (d) A statement that the claim will be barred if not received by the deadline. (2) The giving of notice provided for in subsection (1) does not constitute recognition that a person to whom the notice is directed has a valid claim against the limited liability company. (3) A claim against the dissolved limited liability company is barred if either of the following applies: (a) If 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) If a claimant whose claim was rejected by a written notice of rejection by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days after the effective date of the written notice of rejection. (4) For purposes of this section and section 807, “existing claim” means any claim or right against the limited liability company, liquidated or unliquidated. “Existing claim” does not mean a contingent liability or a claim based on an event occurring after the effective date of dissolution. (5) For purposes of this section, the effective date of the written notice is the earliest of the following: (a) The date it is received. (b) Five days after its deposit in the United States mail, as evidenced by the postmark, if it is mailed postpaid and correctly addressed. (c) The date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. 450.4807 Dissolution; publication of notice; requirements; commencing proceeding to enforce claims; claimants with known existing claims not receiving notice. (1) A dissolved limited liability company may also publish notice of dissolution and request that persons with claims against the company present them in accordance with the notice. (2) The notice shall be in accord with all the following: (a) Be published 1 time in a newspaper of general circulation in the county in which the dissolved limited liability company's principal place of business, or if none in this state, its registered office, is or was located. (b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent. The limited liability company may demand sufficient information to permit it to make a reasonable judgment whether the claim should be accepted or rejected. (c) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within 1 year after the publication date of the newspaper 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 company within 1 year after the publication date of the newspaper: (a) A claimant who did not receive written notice under section 806. (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) Notwithstanding subsection (3), a claimant having an existing claim known to the limited liability company at the time of publication in accordance with subsection (2) and who did not receive written notice under section 806 is not barred from suit until 6 months after the claimant has actual notice of the dissolution. 450.4808 Winding up; distribution of assets; order; filing tax returns and paying tax obligations. (1) Upon the winding up of a limited liability company, the assets shall be distributed in the following order: (a) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under section 304 or 305. Reasonable provision shall be made for debts, liabilities, and obligations that are not liquidated but will not be barred under section 806 or 807. (b) Except as provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions under sections 304 and 305. (c) Except as provided in an operating agreement, all remaining assets to members and former members in accordance with their shares of distributions as determined under section 303. (2) Before the assets of a limited liability company are distributed pursuant to subsection (1), the limited liability company shall file tax returns and pay tax obligations as required by Act No. 122 of the Public Acts of 1941, being sections 205.1 to 205.31 of the Michigan Compiled Laws. 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 CERTIFICATE 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/MI/MI-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 2 NOTICE TO CLAIMANTS 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 Michigan limited liability company, filed Articles of Dissolution with the appropriate authority 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 6 months after the date of this Notice . Your claim will be barred by law if not received by this deadline. By: _____________________________________ Title: ___________________________________