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

LIMITED LIABILITY COMPANY DISSOLUTION PACKET: PENNSYLVANIA Electronic Version STATUTORY REFERENCE PENNSYLVANIA CONSOLIDATED STATUTES ANNOTATED Title 15, Chapter 89, §§ 8971-8978 INTRODUCTORY NOTES AND LAW SUMMARY A LLC is dissolved and its affairs must be wound up upon the happening of the first to occur of the following events:  At the time or upon the happening of events specified in the certificate of organization.  At the time or upon the happening of events specified in writing in the operating agreement.  By the unanimous written agreement or consent of all members.  Upon a member becoming a bankrupt or executing an assignment for the benefit of creditors or the death, retirement, resignation, expulsion or dissolution of a member or the occurrence of any other event that terminates the continued membership of a member in the LLC unless the business of the LLC is continued by the consent of all the remaining members given within 90 days following such event or under a right to do so stated in the operating agreement.  Entry of an order of judicial dissolution. On application by or for a member, the court may order dissolution of a LLC whenever it is not reasonably practicable to carry on the business in conformity with the operating agreement. NOTE: THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION BY THE LLC MEMBERS. Unless winding up of the LLC's affairs is pursuant to court order or is otherwise provided for in the operating agreement, the LLC's affairs are wound up by the managers. If there are no managers, then winding up is done by:  The members who have not wrongfully dissolved the LLC; or  A person approved by the members or, if there is more than one class or group of members, by each class or group of members, in each case by a majority in interest of the members in each class or group. A court may wind up the affairs of an LLC upon the application of any member, his legal representative or assignee. A court may appoint a liquidating trustee. In settling accounts after dissolution of the LLC, the liabilities of the limited liability LLC are to be satisfied in the following order:  Creditors, including members or managers who are creditors, in the order of priority as provided by law, in satisfaction of the liabilities of the LLC, whether by payment or the making of reasonable provision for payment, other than liabilities for distributions to members under §8932 (relating to distributions) or §8933 (relating to distributions upon an event of dissociation).  Unless otherwise provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions under §8932 or §8933.  Unless otherwise provided in the operating agreement, to members in respect of:  Their contributions to capital.  Their share of the profits and other compensation by way of income on their contributions. A LLC that has dissolved must pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the LLC and all claims and obligations that are known to the LLC but for which the identity of the claimant is unknown. If there are sufficient assets, claims and obligations must be paid in full. If there are insufficient assets, claims and obligations are to 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. After the payment of liabilities, and unless otherwise provided in the operating agreement, any remaining assets are to be distributed as provided by PENNSYLVANIA CONSOLIDATED STATUTES ANNOTATED, Title 15, Chapter 89, §§ 8971- 8978. A liquidating trustee winding up the affairs of a LLC is not personally liable to the claimants of the dissolved LLC by reason of his actions in winding up the LLC. When a certificate of dissolution is filed, the existence of the limited liability LLC ceases except for the purpose of legal actions, other proceedings, and appropriate action as provided by law. The manager or managers in office at the time of dissolution or the survivors of them or, if management of the LLC is retained by the members, then all members are thereafter trustees for the members and creditors of the dissolved LLC. As trustees, they have the authority to distribute any LLC property discovered after dissolution, convey real estate, and take such other action as may be necessary on behalf of and in the name of such dissolved LLC. The dissolution of a LLC does not eliminate or impair any remedy available to or against the LLC or its managers or members for any right or claim existing or liability incurred prior to the dissolution, if an action thereon is brought on behalf of:  The LLC within the time otherwise limited by law; or  Any other person before or within two years after the date of the dissolution or within the time otherwise limited by law, whichever is less. Once a LLC has been dissolved, actions may be prosecuted against and defended by the LLC in the name of the LLC. The dissolution of a LLC does not affect the limited liability of members with respect to transactions occurring or acts or omissions done or omitted in the name of or by the LLC. Provided, however, that each member is liable for his pro rata portion of the unpaid liabilities of the LLC up to the amount of the net assets of the LLC distributed to the member in connection with the dissolution. STEPS TO DISSOLVE A PENNSYLVANIA LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: SEE FORM 2 - CERTIFICATE OF DISSOLUTION Instructions to complete the Notice of Dissolution:  This form should be typed or printed legibly in black or blue-black ink.  1. Provide the name of the LLC.  2. Indicate the status of the LLC debts. SEE INTRODUCTORY NOTES.  3. There is nothing to add to this section.  4. Indicate the status of LLC litigation, if any. SEE INTRODUCTORY NOTES.  Provide the name of the LLC, the signature of the person authorized to file the Certificate, and the typed/printed name and title of the person signing the Certificate.  File the original and one copy.  The filing fee is $70.00. Mail the original and one copy of the ARTICLES OF DISSOLUTION, a self- addressed envelope, and the $70.00 filing fee to: MAILING ADDRESS: Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 PHYSICAL ADDRESS (for hand/messenger delivery): Department of State Corporation Bureau Commonwealth Avenue & North Street 308 North Office Building Harrisburg, PA 17120 Phone: (717) 787-1057 A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER NOTE: You must include (with the Certificate of Dissolution) Tax Clearance certificates from the Department of Revenue ( http://www.revenue.state.pa.us/ ) and from the Bureau of Employment Security of the Department of Labor and Industry ( http://www.dli.state.pa.us/ ) evidencing payment of all taxes and charges of Pennsylvania. Call these entities or consult your accountant for details. Step 3: Complete the winding up process as set out above in the Introductory Notes. 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 Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date SELECT ADDRESS: MAILING ADDRESS: Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 PHYSICAL ADDRESS (for hand/messenger delivery): Department of State Corporation Bureau Commonwealth Avenue & North Street 308 North Office Building Harrisburg, PA 17120 Dear Sir: Enclosed please find the original and one copy of Certificate of Dissolution for ______________________________________________, a Pennsylvania limited liability company. Also enclosed are the appropriate tax clearance certificates. Please file this document and provide a "filed" copy to me in the enclosed self-addressed envelope. Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ___________________________ _____________________________________________________________________________ Thank you in advance for your assistance. Yours very truly, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF ________________________________________ A PENNSYLVANIA LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Pennsylvania 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 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/PA/PA-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. Mail in with the following coversheet attached: http://www.uslegalforms.com/dissolution/PA/PA-docketing.pdf