Fill and Sign the Ohio Ohio Dissolution Package to Dissolve Limited Liability Company Llc Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET- STATE OF OHIO - Electronic Version STATUTORY REFERENCE Ohio Revised Code, Title XVII – Corporations & Partnerships Chapter 1705: Limited Liability Companies: §§1705.43-1705.48 – Dissolution http://onlinedocs.andersonpublishing.com/oh/lpExt.dll?f=templates&fn=main-h.htm&cp=PORC Click the above link to view, or copy the link into the address window of your web browser. The above is in .pdf format and you will need the free Adobe Acrobat Reader to view the laws. 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. 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 advic e and are not to be construed as such. Although the information contained herein is believed to be c orrect, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Lega l Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm * * * SELECTIONS FROM STATUTES § 1705.43. Dissolution. (A) A limited liability company organized under this chapter shall be dissolved upon the occurrence of any of the following events: (1) The expiration of the period, if any, fixed by the operating agreement or articles of organization for the duration of the company; (2) One or more events specified in writing in the operating agreement as causing the dissolution of the company; (3) The unanimous written agreement of all members to dissolve the company; (4) Except as provided in division (C) of this section, the withdrawal of a member of the company, unless the business of the company is continued by the consent of all of the remaining members or under a right to continue the company that is stated in writing in the operating agreement; (5) Upon entry of a decree of judicial dissolution under section 1705.47 of the Revised Code. [USLF Note: This dissolution package does not address judicial dissolution.] (B) Following the occurrence of any of the events of dissolution specified in this section, the limited liability company shall deliver to the secretary of state for filing a certificate of dissolution on a form that is prescribed by the secretary of state and that includes the name of the company and the effective date of its dissolution. § 1705.44. Winding up of affairs. Except as otherwise provided in the operating agreement, the members of a dissolved limited liability company who have not wrongfully dissolved the company, a liquidating trustee selected by those members, or, if the management of the company has not been reserved to its members, its managers may wind up the affairs of the company. Upon application of any member of a dissolved limited liability company or his legal representative or assignee, the court of common pleas may wind up the affairs of the company or may cause its affairs to be wound up by a liquidating trustee appointed by the court. § 1705.45. Authority of persons winding up affairs; matters unaffected by dissolution. (A) A dissolved limited liability company continues its existence until the winding up of its affairs is completed. In the name of and on behalf of the company, the persons winding up its affairs may do any of the following: (1) If authorized by the operating agreement, continue the business of the company in order to maximize its value as a going concern for eventual sale; (2) Collect the assets of the company and gradually settle and close its business; (3) Dispose of and convey the property of the company that will not be distributed in kind to its members; (4) Discharge or make reasonable provision for the liabilities of the company; (5) Distribute to the members any remaining assets of the company; (6) Do every other act necessary to wind up and liquidate the business and affairs of the company. (B) Dissolution of a limited liability company does not do any of the following: (1) Transfer title to the assets of the company; (2) Prevent commencement of a proceeding by or against the company in its name; (3) Abate or suspend a proceeding pending by or against the company on the date of dissolution; (4) Terminate the authority of the statutory agent of the company; (5) Unless otherwise provided in the operating agreement, terminate the authority of any manager, officer, or other agent of the company; (6) Unless the terms of the contract otherwise provide, terminate any contractual rights or obligations of the company. § 1705.46. Distribution of assets; payment of claims and obligations (A) Upon the winding up of a limited liability company and the liquidation of its assets, the assets shall be distributed in the following order: (1) To the extent permitted by law, to members who are creditors and other creditors in satisfaction of liabilities of the company other than liabilities for distributions to members; (2) Except as otherwise provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions to members; (3) Except as otherwise provided in the operating agreement, to members as follows: (a) First, for the return of their contributions; (b) Second, with respect to their membership interests. (B) A limited liability company that is winding up its affairs and liquidating its assets shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations that are known to the company and all claims and obligations that are known to the company but with respect to which the claimant or obligee is unknown. If there are sufficient assets, the claims and obligations shall be paid in full or any provision to pay them shall be made in full. If there are insufficient assets, the claims and obligations shall be paid or provided for according to their priority, and claims and obligations of equal priority shall be paid ratably to the extent of the assets available for their payment. Unless otherwise provided in the operating agreement, any remaining assets shall be distributed as provided in division (A) of this section. § 1705.46. Distribution of assets; payment of claims and obligations [omitted] § 1705.48. Personal liability for debt, obligation of liability. Except as otherwise provided by this chapter or any other provision of the Revised Code, including, but not limited to, sections 3734.908 [3734.90.8], 5739.33, 5743.57, 5747.07, and 5753.09 of the Revised Code, all of the following apply: (A) The debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the limited liabilit y company. (B) Neither the members of the limited liability company nor any managers of the limited liability company are personally liable to satisfy any judgment, decree, or order of a court for, or are personally liable to satisfy in any other manner, a debt, obligation, or liability of the company solely by reason of being a member or manager of the limited liability company. (C) Nothing in this chapter affects any personal liability of a member of a limited liability company or any manager of a limited liability company for the member's or manager's own actions or omissions. (D) This chapter does not affect any statutory or common law of this or another state that pertains to the relationship between an individual who renders a professional service and a recipient of that service, including, but not limited to, any contract or tort liability arising out of acts or omissions committed or omitted during the course of rendering the professional service.* * * STEPS AND GUIDELINES TO DISSOLVE AN OHIO LLC 1. Download the Certificate of Dissolution of Limited Liability Company from the download link below . 2. Decide whether or not to expedite the processing of the form, and check the appropriate bubble on the form. If expedited, a form received after 2:00pm should be processed by 11:00am the next business day, a form received by 11:00am should be processed by 2:00pm, and a form received by 2:00pm should be processed by 5:00pm. Expedited processing requires a $100.00 additional charge (in addition to the ordinary $50.00 filing fee). Ordinary processing is usually completed within 2 business days. 3. Check either the box for a Domestic or a Foreign LLC, depending on whether your LLC is organized in Ohio (Domestic) or elsewhere (Foreign). 4. Give the exact name of the LLC, and the Ohio Registration Number. If not at hand, you can find your LLC’s Ohio Registration Number by contacting the Ohio Secretary of State’s Office. 5. Except for signing and dating the form, the additional information must only be completed if you are canceling the authority of a foreign LLC to do business in Ohio (box 2). 6. The person appointed to dissolve the LLC must sign and date the form. Print name and address below the signature. 7. Mail the completed form to the proper address (depending on whether or not “expedited service” is chosen - see box in top right on page 1 of form) and include proper filing fee ($50.00 for ordinary processing, $150.00 total for expedited processing) on a personal or company check made out to: Ohio Secretary of State. 8. Contact the Ohio Department of Taxation: Phone: (800) 282-1782, and ask if you need a D5 form due to dissolution of your LLC. If so, have the Department provide you with a form, fill out and return to settle tax matters regarding your dissolved LLC. * * * FORM DOWNLOAD CERTIFICATE OF DISSOLUTION of LIMITED LIABILITY COMPANY or CANCELLATION OF FOREIGN LLC 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/OH/OH-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.