LLC Dissolution and Winding-Up Kit — Any State

DOCUMENT 1

WRITTEN CONSENT OF THE MEMBERS TO DISSOLVE

AND PLAN OF WINDING UP

[COMPANY NAME], LLC

The undersigned, being [all of the Members OR Members holding the proportion of interests that the Operating Agreement and the Act require to dissolve the Company] of [COMPANY NAME], LLC (the "Company"), acting by written consent without a meeting as the Operating Agreement and the Act permit, adopt the following resolutions.

RESOLVED, that the Company is dissolved effective [DISSOLUTION DATE] (the "Dissolution Date") as the Act and the Operating Agreement provide, and that from the Dissolution Date the Company carries on no business except what is needed to wind up its affairs.

RESOLVED, that [LIQUIDATOR NAME], [TYPE "the Company's Manager" OR "a Member" OR "a person appointed by the Members"], is appointed to wind up the Company's affairs (the "Liquidator") as the Act and the Operating Agreement contemplate, with full authority to act for the Company in everything described in the Plan of Winding Up below, and that the Liquidator is paid [LIQUIDATOR COMPENSATION, OR "nothing"] for the work of winding up, in addition to reimbursement of reasonable expenses.

RESOLVED, that the Liquidator carry out the following plan:

• Give written notice of the dissolution to every known creditor of the Company and to every person with a pending claim against it, using Document 2 of this kit, and give every other notice the Act requires, including any published notice to unknown creditors that the Act provides for.

• Collect everything the Company is owed, including accounts receivable and any unpaid capital contributions the Operating Agreement makes payable on dissolution, and complete or terminate the Company's contracts on the best terms reasonably available.

• Sell or otherwise dispose of the Company's assets, other than assets the Members agree in writing to distribute in kind, for the best price reasonably obtainable, and in doing so execute any deed, bill of sale, assignment or other instrument in the Company's name.

• Pay, or make reasonable provision for, every debt and liability of the Company, including taxes, in the order the Act requires — creditors first, including Members who are creditors other than for distributions — and set aside a reserve of not less than $[CONTINGENCY RESERVE AMOUNT] for claims that are contingent, conditional, unmatured or not yet known, to be held for [RESERVE PERIOD IN MONTHS] months after the final distribution and then distributed to the Members.

• File the Company's final federal and state income tax returns and any final sales, use, employer and franchise tax returns; obtain any tax clearance the state requires before the final filing; cancel the Company's state and local registrations, licenses and employer accounts; and close the Company's bank accounts once the final distribution has been made.

• After every debt has been paid or provided for, distribute the remaining assets to the Members — first the amounts, if any, owed to Members and former Members as distributions declared but unpaid, then the return of their capital contributions, and then the balance in proportion to their shares of profits — or in whatever other order the Operating Agreement provides, as the Act permits; and obtain each Member's signature on Document 4 of this kit before making the final payment.

• Deliver the Company's books and records to [RECORDS CUSTODIAN NAME], who will keep them for not less than [RECORDS RETENTION YEARS] years after the certificate of cancellation is filed.

• When the winding up is complete, sign and file the [NAME OF FINAL FILING — e.g., "Certificate of Cancellation" OR "Articles of Dissolution" OR "Certificate of Termination"] with the [FILING OFFICE], pay any outstanding annual report or franchise tax, and give each Member a copy of the filed document.

RESOLVED, that the Liquidator is authorized to sign every document and take every action reasonably necessary to carry out these resolutions, including retaining accountants, attorneys and brokers at the Company's expense, and that the Liquidator is entitled to the protection from liability and the indemnification the Operating Agreement and the Act give to a person who acts in good faith on the Company's behalf.

Signed by the undersigned Members on the dates written beside their signatures and filed with the Company's records. If the Operating Agreement requires less than unanimous consent, the Liquidator will promptly give a copy of this consent to every Member who did not sign it.

______________________________
[MEMBER 1 NAME], Member — [MEMBER 1 PERCENTAGE]% of profits

______________________________
[MEMBER 2 NAME, OR DELETE], Member — [MEMBER 2 PERCENTAGE]% of profits

______________________________
[MEMBER 3 NAME, OR DELETE], Member — [MEMBER 3 PERCENTAGE]% of profits

Accepted by the Liquidator:

______________________________
[LIQUIDATOR NAME], Liquidator

INSTRUCTION SHEET

LLC Dissolution and Winding-Up Kit

An LLC that simply stops operating does not cease to exist. It keeps owing annual reports and franchise taxes to the state, keeps having to file tax returns, keeps its registrations alive, and its owners keep a company that can be sued. Closing it properly — "dissolving" it and "winding up" its affairs — ends those obligations and gives the members a defensible record that the company's debts were paid before they took what was left. The process has three stages, and the kit has a document for each:

Document 5 is for the uncommon case in which the members change their minds after signing Document 1 and before the final filing is made.

Use this kit if: the company is a limited liability company organized in any U.S. state that is solvent — its assets are enough to pay its debts — and the members agree to close it, or the members holding the required interest agree.

Do not use this kit alone if: the company cannot pay its debts (see Section 5); a member objects or cannot be found; the company is in a lawsuit; or a court has ordered dissolution.

• Work in Microsoft Word (or any program that opens .docx files). Every field appears in yellow highlight inside square brackets, for example [COMPANY NAME]. Replace the whole bracket — including the brackets themselves — with your information, and remove the yellow highlight (select the text, then Home → Text Highlight Color → No Color).