Fill and Sign the Missouri Dissolve Llc Form

LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION MISSOURI Electronic Version STATUTORY REFERENCE Missouri Revised Statutes: Limited Liability Companies http://www.moga.mo.gov/statutes/C347.HTM INTRODUCTORY NOTES AND LAW SUMMARY In Missouri, a limited liability company may be dissolved voluntarily or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. 347.045 - Articles of termination--contents (1993) When all of the remaining property and assets of a limited liability company have been applied and distributed as provided in section 347.139 or when a domestic limited liability company is not the surviving entity, the articles of organization shall be canceled by filing articles of termination with the secretary setting forth: (1) The name of the limited liability company; (2) The date of filing of its articles of organization; (3) The reason for filing the articles of termination; (4) The date the articles of termination are filed, and, if such articles of termination provide that they are not to become effective until a specified date after their filing date, the effective date of such articles of termination, which shall be in no event more than ninety days after their filing date; (5) That a notice of merger or consolidation or a notice of winding up disclosing the dissolution has been filed with the secretary as provided in section 347.129 or 347.137, as the case may be, and the date on which such notice was filed; and (6) Any other matters which the members shall determine. 347.137 - Dissolution of company, events--notice of winding up. (2000) 1. A domestic limited liability company shall be dissolved upon the occurrence of any of the following: (1) Upon the happening of the events specified in the operating agreement or in the articles of organization; (2) Upon the written consent of all members; (3) Except as otherwise provided in the operating agreement, an event of withdrawal of a member, if a majority, by number, of the remaining members agree within ninety days after the occurrence of the event of withdrawal to dissolve the limited liability company; (4) An event of withdrawal with respect to the sole remaining member; (5) Entry of a decree of dissolution under section 347.143; or (6) When the limited liability company is not the surviving entity in a merger or consolidation. 2. As soon as possible following the occurrence of any of the events specified in subdivisions (1) to (4) of subsection 1 of this section effecting the dissolution of the limited liability company, the limited liability company shall file a notice of winding up with the secretary which discloses the dissolution of the limited liability company and the commencement of winding up of its business and affairs. 347.139 - Effect of dissolution--acts required, distribution of assets--members or trustees. (1993) 1. Upon the dissolution of a limited liability company, the limited liability company shall cease to carry on its business, except insofar as may be necessary or appropriate for the winding up of its business, but its separate existence shall continue until articles of termination have been filed with the secretary or until a decree terminating the limited liability company has been entered by a court of competent jurisdiction. 2. After its dissolution, the limited liability company shall do all other acts required to liquidate its business and affairs; proceed to collect its assets; pay, satisfy, or discharge its liabilities and obligations or make adequate provisions for the payment or discharge thereof; convey and dispose of such of its properties which are not to be distributed in kind to its members; and its assets shall be applied and distributed in the following order: (1) If there are sufficient assets therefore, 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 347.101 or 347.103. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefore; (2) Except as provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions under section 347.101 or 347.103; and (3) Except as provided in the operating agreement, to the members in the manner provided in section 347.101. 3. Upon the filing of the articles of termination as provided in section 347.045, the existence of the limited liability company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in sections 347.010 to 347.187. The authorized person or authorized persons at the time of termination, or the survivors of them or, if none, the members at the time of termination shall thereafter be trustees for the members and creditors of the terminated limited liability company and as such shall have authority to distribute or convey any of the limited liability company's assets or its property discovered after termination, and to take such other action as may be necessary on behalf of and in the name of such terminated limited liability company. Except as provided in section 347.141, actions by or against the dissolved limited liability company brought for the purpose of collecting or settling assets or liabilities or claims discovered after termination may be brought or instituted in the name of the limited liability company. 347.141 - Disposition of claims after dissolution--notice of dissolution, requirements-- barred claims--notice of winding up, disposition of unknown claims--barred claims-- enforcement of claims--fraudulent intent defined. (2000) 1. A dissolved limited liability company may dispose of the known claims against it in accordance with subsections 1 and 2 of this section. 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: (1) Describe information that must be included in a claim; (2) Provide a mailing address where a claim may be sent; (3) State the deadline, which may not be fewer than ninety days from the effective date of the written notice, by which the dissolved limited liability company must receive the claim; and (4) State that the claim will be barred if not received by the deadline. 2. Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, a claim against a limited liability company dissolved without fraudulent intent is barred if either of the following occurs: (1) A claimant who was given written notice under subsection 1 of this section does not deliver the claim to the dissolved limited liability company by the deadline; or (2) A claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within one hundred and twenty days from the effective date of the rejection notice. For purposes of this subsection, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. 3. A dissolved limited liability company may dispose of the unknown claims against it by filing a notice of winding up in accordance with subsections 3 and 4 of this section. The notice of winding up shall meet all of the following requirements: (1) Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or if not in this state, its registered office, is or was located; (2) Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year; (3) Be published one time in the Missouri Register; (4) Contain a request that persons with claims against the limited liability company present them in accordance with the notice of winding up; (5) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (6) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. 4. Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, if a limited liability company dissolved without fraudulent intent files a notice of winding up in accordance with subsection 2 of section 347.137 and publishes such notice in accordance with subsection 3 of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three years after the date the notice of winding up is filed or published, whichever occurs later: (1) A claimant who did not receive written notice under subsection 1 of this section; (2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; or (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. 5. A claim may be enforced under this section in either of the following ways: (1) Against the dissolved limited liability company, 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 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. 6. For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the dissolution was to defraud members, creditors or others. 7. Notwithstanding any other provision of this chapter to the contrary, except as provided in subsection 8 of this section, a claim against a limited liability company dissolved pursuant to this chapter for which claim the limited liability company has a contract of insurance which will indemnify the limited liability company for any adverse result from such claim: (1) Is not subject to the provisions of subsections 1 to 6 of this section and may not be barred by compliance with subsections 1 to 6 of this section; (2) May be asserted at any time within the statutory period otherwise provided by law for such claims; (3) May be asserted against, and service of process had upon, the dissolved limited liability company for whom the court, at the request of the party bringing the suit, shall appoint a defendant ad litem. 8. Judgments obtained in suits filed and prosecuted pursuant to subsection 7 of this section shall only be enforceable against one or more contracts of insurance issued to the limited liability company, its officers, directors, agents, servants or employees, indemnifying them, or any of them, against such claims. * * * STEPS AND GUIDELINES TO DISSOLVE A MISSOURI LIMITED LIABILITY COMPANY Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION. If you are the sole member, skip this step. If there are multiple members, all members’ signatures should appear on the Resolution authorizing dissolution as evidence of their agreement. Step 2: SEE FORM 2 - NOTICE OF WINDING UP (below) Step 3: SEE FORM 3 – NOTICE TO CLAIMANTS Step 4: Complete the winding up process for the LLC. Step 5: SEE FORM 4 - ARTICLES OF TERMINATION A cover letter to send with ARTICLES OF TERMINATION is included in this packet. SEE FORM 5 - 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 1 WRITTEN CONSENT OF THE MEMBERS TO DISSOLUTION WRITTEN CONSENT OF THE MEMBERS OF ________________________, LLC The undersigned, being all the members of ____________________________ , a Missouri limited liability company, hereby consent to the dissolution of the company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 NOTICE OF WINDING UP 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/MO/MO-DissLLC-notice.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. DIRECTIONS Fill out the form. Submit in duplicate to the Corporations Division at the address on the form. Include $25 filing fee. In order to dispose of any unknown claims against the LLC, you must have a copy of the N otice of Winding Up : (1) Published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or if not in Missouri, its registered office, is or was located; (2) Published one time in a publication of statewide circulation whose audience is primarily people engaged in the practice of law in Missouri and which is published not less than four times per year; (3) Published one time in the Missouri Register. FORM 3 NOTICE TO KNOWN CLAIMANTS Directions You may of course simply pay all of your known debts. It is not a particularly friendly gesture to send one of these notices to a business associate. Nonetheless, the statutes allow it. You may send known claimants the following form (see next page), which will ultimately bar a claim if not timely acted upon by the claimant. See statute 347.141, in the front of this package. NOTICE TO CLAIMANT TO: ___________________________ DATE OF NOTICE: _________________ ___________________________ ___________________________ ___________________________ You are hereby notified that on the _____ day of _____________________, 20_____, ___________________________________________________________________, a Missouri limited liability company, filed a Notice of Winding Up for the LLC 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, including the required information, if any: ______________________________________________________________________________ ______________________________________________________________________________ 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 the deadline of 90 days after the date of this Notice. Unless sooner barred by another state statute limiting actions, your claim will be barred by law if not received by this deadline. By: _________________________________ Title: _______________________________ Date: _______________________________ FORM 4 ARTICLES OF TERMINATION 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/MO/MO-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. DIRECTIONS Fill out the form and submit in duplicate to the Corporations Division at the address on the form, with the $25.00 filing fee. FORM 5 TRANSMITTAL LETTER Return Name and Address Date: ________________ Corporations Division P.O. Box 778 Jefferson City, MO 65102 Re: Articles of Termination Dear Sir: Enclosed you will find the original and one copy of ARTICLES OF TERMINATION and the filing fee of $25.00. 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, _____________________ Enclosures Check # __________ Enclosed for $________