Minnesota Limited Liability Company Forms

LIMITED LIABILITY COMPANY
DISSOLUTION PACKET:
MASSACHUSETTS

Electronic Version

INTRODUCTORY NOTES AND LAW SUMMARY

A Massachusetts limited liability company (LLC) may be dissolved either voluntarily or judicially. This form packet deals ONLY with the voluntary dissolution of a Massachusetts LLC.

A LLC is dissolved and its affairs must be wound up upon the first to occur of the following:

(1) the time specified in the operating agreement;

(2) the happening of an event as specified in the operating agreement;

(3) the written consent of all members;

(4) except as provided in a written operating agreement, the death, insanity, retirement, resignation, expulsion, bankruptcy or dissolution of a member or the occurrence of any other event which terminates the membership of a member in the LLC unless the business of the LLC is continued either by the consent of all the remaining members within ninety days following the occurrence of any such event or pursuant to a right to continue stated in a written operating agreement; or

(5) the entry of a decree of judicial dissolution under section forty-four.

Unless the operating agreement provides to the contrary, a manager who has not wrongfully dissolved a LLC or the members or a person approved by the members pursuant to the operating agreement may wind up the LLC's affairs. If there is no operating agreement, then the winding up is pursuant to the provisions of Chapter 156C, § 21.

After the LLC is dissolved and prior to the filing of a certificate of cancellation, the persons winding up the LLC's affairs may, in the name of, and for and on behalf of, the LLC, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the LLC's business, dispose of and convey the LLC's property, discharge or make reasonable provision for the LLC's liabilities, and distribute to the members any remaining assets of the LLC. These actions during the winding up process do not affect the liability of members and managers.

When the winding up of a LLC is completed, the assets of the LLC must be distributed as follows:

(1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC, whether by payment or the making of reasonable provision for payment.

(2) unless otherwise provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions under Chapter 156C, §31 or §32; and

(3) unless otherwise provided in the operating agreement, to members, first for the return of their contributions, and second respecting their LLC interests, in the proportions in which the members share in distributions.

A LLC which has dissolved must pay or make reasonable provision to pay all known claims and obligations, including all contingent, conditional or unmatured claims and all claims and obligations which are known to the LLC but for which the identity of the claimant is unknown. If there are sufficient assets, these claims and obligations must be paid in full and any provision for payment made must be made in full. If there are insufficient assets, these claims and obligations must be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available for payment. Unless otherwise provided in an operating agreement, any remaining assets must be distributed as provided by law.

The certificate of organization of a Massachusetts LLC is cancelled upon the dissolution and the completion of the winding up of the LLC or at any other time there are fewer than two members. A certificate of cancellation must be filed in the office of the secretary of the commonwealth to accomplish the cancellation of a certificate of organization.

A certificate of cancellation must set forth the following:

(1) the name of the LLC;

(2) the date of filing of its certificate of organization;

(3) the reason for filing the certificate of cancellation;

(4) the effective date, which must be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and

(5) any other information the person filing the certificate of cancellation determines.

STEPS TO DISSOLVE A MASSACHUSETTS LLC

Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION

Step 2: SEE FORM 2 - CERTIFICATE OF CANCELLATION

Instructions to complete the Certificate of Cancellation:

• This form should be typed or printed legibly in black ink.
• 1. Provide the name of the LLC.
• 2. Provide the date of the filing of the original Certificate of Organization.
• 3. Provide the reason for filing the Articles of Dissolution. This can be a brief statement (i.e., "going out of business").
• 4. Provide the effective date of the dissolution. This can be the date of filing.
• 5. If there is any other information which you wish to disclose, include it in this section.
• Provide the name of the LLC, the signature of the person authorized to file the Articles, and the typed/printed name of the person signing the Articles.
• File the original and one copy.
• The filing fee is $100.00.

Mail the original and one copy of the ARTICLES OF DISSOLUTION and the $100.00 filing fee to:

Secretary of the Commonwealth
Corporations Division
One Ashburton Place, Room 1717
Boston, MA 02108-1512

Telephone: (617) 727-2859
Toll-free: 1-800-392-6090 (in Mass. only, TTY also)
TTY: (617) 878-3889

E-mail: lconnell@sec.state.ma.us

A transmittal letter is included in this package for your use.

SEE FORM A - TRANSMITTAL LETTER

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

FORM 1
RESOLUTION OF MEMBERS
CONSENTING TO DISSOLUTION

RESOLUTION OF MEMBERS
OF
A MASSACHUSETTS LIMITED LIABILITY COMPANY

The undersigned, being all the members of , a Massachusetts 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
CERTIFICATE OF DISSOLUTION

CERTIFICATE OF DISSOLUTION OF
LIMITED LIABILITY COMPANY

The undersigned limited liability company hereby submits the following Certificate of Dissolution for the purpose of dissolving the limited liability company.

1. The name of the limited liability company is:

2. The LLC's federal identification number is:

3. The date of filing of its Certificate of Organization was:

4. The reason for filing the Articles of Dissolution is as follows:

5. If the dissolution is to become effective at a later date than that filed, the later effective date is:

6. <Optional: Other information, if desired by the members or managers>.

This the day of , 20