Fill and Sign the Mn Dissolution 497312725 Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKAGE STATE OF MINNESOTA Electronic Version STATUTORY REFERENCE MINNESOTA STATUTES – Chapter 322B – Limited Liability Companies http://www.revisor.leg.state.mn.us/stats/322B/ §322B.80 – §322B.873: Dissolution INSTRUCTIONS This package is designed to dissolve a Minnesota limited liability company (LLC). The package, however, can only handle voluntary LLC dissolution. Judicial (court-supervised/court-ordered) dissolution is not covered by this package. Likewise, dissolution caused by merger with another entity is not covered by this package. There are essentially two situations in which an LLC will dissolve. 1) An LLC may dissolve after formation but prior to accepting monetary or asset contributions. This basically represents a situation where the decision to go forward as an LLC was rethought immediately after the formation of the LLC by the organizers. To dissolve an LLC in this situation, a majority of the organizers must agree to the dissolution. If majority agreement is obtained, use FORM 1: ARTICLES OF DISSOLUTION AND TERMINATION to dissolve the LLC. The download link for Form 1 is found below. Follow the instructions on the form, and you are finished. 2) After an LLC has accepted contributions (i.e.- has been in business for some time) an LLC may dissolve for a large number of reasons, either because a designated termination date for the LLC has been reached, or because of action by the members to dissolve the LLC either by choice or as compelled by requirements of the operating agreement and/or requirements of law. 2.1) Unless all members agree to dissolve the company without a vote (in which case proceed to 2.3, below), proper written notice must be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in section 322B.34 for notice of meetings of members and, whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the limited liability company and that dissolution must be followed by the winding up and termination of the limited liability company. 2.2) The proposed dissolution must be submitted for approval at a meeting of members. If the proposed dissolution is approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote, the limited liability company is dissolved. 2.3) FORM 2: NOTICE OF DISSOLUTION must be filed with the Secretary of State. Form 2 is located below. Mail or bring the completed form to: Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 According to the Secretary of State’s fee schedule, there is no fee for filing the Notice of Dissolution. However you should confirm this by calling the number above. (There IS a $35.00 fee for filing Articles of Termination (see below) as the final step in the process.) 2.4) Upon filing of the Notice of Dissolution, the LLC must cease doing business except as necessary to wind up the business of the company. i) Pay or make provision to pay all outstanding debts, obligations and liabilities of the LLC. ii) Collect or make provision for the collection of all known debts due and owing to the LLC. iii) Dispose of the property of the LLC through sale or otherwise and/or distribute all remaining tangible and intangible assets including property, money, etc., per §322B.873 : [in summary] first to creditors (including members who are creditors), second* to members and former members of the limited liability company in satisfaction of liabilities for distributions, and third* to members primarily for a return of their contributions, and secondarily respecting their membership interests in the proportions in which the members share in distributions. * Unless otherwise provided in the LLC Articles of Organization or Operating Agreement. 2.5) Once the business of the LLC is wound up, file FORM 3: ARTICLES OF TERMINATION (below) with the Secretary of State. There is a $35.00 filing fee – make your check payable to: Secretary of State. Mail or bring the completed form to the Secretary of State address given above in 2.3. - END - FORMS ARTICLES OF DISSOLUTION & TERMINATION (prior to contributions) http://www.uslegalforms.com/dissolution/MN/MN-DissLLC-initial.pdf NOTICE OF DISSOLUTION http://www.uslegalforms.com/dissolution/MN/MN-DissLLC-notice.pdf ARTICLES OF TERMINATION http://www.uslegalforms.com/dissolution/MN/MN-DissLLC.pdf Download the forms by clicking the links above, or copying the link into the address window of your web browser. 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.