Close this search box.

How To Dissolve LLC Partnership

A group of businesspeople in a meeting discussing raising capital funds for an LLC

Share This Post

Trying to dissolve your LLC partnership because it’s not economically viable, but seek necessary information to complete the processes? Discover how to dissolve an LLC partnership, even after completing the business purpose as we discuss everything beginners should know about the dissolution. 

Disbanding an LLC partnership doesn’t mean losing all of your assets. The process is straightforward and you might complete the process in no time by following the right steps.

Do you seek comprehensive information about dissolving an LLC partnership? Let’s discuss the requirements and ways to achieve success.

LLC Cancellation vs Dissolution

Dissolving and canceling an LLC are two distinct processes to complete when terminating a business. 

Dissolution, often called winding up, is initiated by the members of the LLC who submit filings with their Secretary of State. Cancellation requires additional steps from both parties and is often handled internally, but finalized after filing with government agencies.

To successfully cancel a limited liability company, follow each step carefully and manage the tasks individually from beginning to end!

If an LLC doesn’t conduct business, you can’t wind up. The company can adopt cancellation and skipping the dissolution step in this case. 

When the company generates revenue, approach each step simultaneously before ending the existence of your LLC.

How Long Does It Take To Dissolve an LLC?

Dissolution of an LLC varies from state to state, but the process usually takes one or two weeks and it can be more. If there are issues in the LLC such as asset liquidation, winding up could take about six weeks. 

Dissolving an LLC requires you to send in the proper form to your secretary of state’s office. It’s a seamless process, but the required information varies by state.

Learn the requirements and steps to perform the process in your municipality. Visit the secretary of state website to check your business status. 

If it’s active, you’re good to go but dissolving might take some time if the status is inactive or suspended.

What Are Some Reasons To Dissolve an LLC

Completion of business purposes is a common reason why many limited liability companies wind up. Other causes include the following:

  • Disagreements between Members of an LLC.

When members cannot resolve certain issues regarding the operation of their LLC, dissolution is the most ideal solution. Disparities in time invested or split profits/losses or a disagreement over new business ventures are common causes.

If the dissolution is voluntary, it often provides closure and reduces negativity. The process could become complicated if a member files a suit against the company. It usually affects all participants.

  • Planned Expiration

Forming an LLC is state-specific, but generally requires filing a certificate of formation with the secretary of state. There are sections where members can indicate the expiry date and even predefined events on the preprinted forms. You could define events such as bankruptcy or death of a member. 

Failure to state the expiration date makes the company’s life cycle indefinite. It’s also known as perpetual existence.

  • Completion of Business Purpose

You can set up an LLC for any legitimate business goal, even if it’ll last a short time. For example, a business created to sell homes can wind up after selling all available buildings. Members can consider dissolution achieving their goal without hindrances.

Understanding Ways To Dissolve an LLC Partnership

Closing an LLC partnership can sometimes become a lengthy process, but consider wrapping all business needs before making the first move. Ways to dissolve an LLC partnership are as follows:

  • Voting for the Dissolution of the LLC

All members of the LLC need to voluntarily vote to dissolve the partnership. Voting members should follow all event guidelines and look into the circumstances that can trigger dissolution. Accomplishing the business project or the death of a partner are common causes.

  • Filing Final Tax Return

You need tax clearance from your state to successfully dissolve an LLC. Some states might require verification. You’re good to go after  filing your tax returns and paying outstanding debts. 

  • Filing An Article of Dissolution

Obtain an article (or certificate) of dissolution from your state’s corporations division or Secretary of State website. This form is also known as a Certificate of Cancellation. 

When filling it out, include detailed information about the company and its members. Add details about distributed assets and paid off liabilities. 

The form has a filing fee, so confirm the amount before submitting it for approval. Once accepted by the state government, you’ll get the dissolution certificate, which should always remain in your records!

  • Settle All Outstanding Debts

Before dissolving your LLC, some state laws want you to settle all outstanding debts. You could have creditors like banks, insurance companies or service providers to pay off before completing the process. 

That’s not all, the process might also require a formal announcement of dissolution in the local newspaper. Ensure the notice given has information about the deadline for claiming any payments from the business. It’s usually 90-180 days after publishing the notification.

  • Distribution of all  Assets and Investments

It’s essential to keep track of the payments in taxes and creditors. Your operating agreement or state law will provide a guide on how best to divide these assets. It ensures that everyone involved gets their due share.

  • Finish up other Processes

Before the final dissolution, ensure that all employees have been paid, same with final payroll taxes. Terminate all contracts and leases while canceling your business license. Let your customers know the last day of business and settle all pending transactions.

It’s time to close your  business bank accounts, FEIN number, and state tax identification number if you have one.

Wrapping up

After learning everything about the Dissolution of an  LLC, you can as well file with confidence. It’s best to check your state guidelines and regulations before filing. Also, consult a legal attorney to learn the processes and seek guidance on the requirements.

Gather and complete all necessary forms or requirements before starting the whole process.

About Author

Picture of Rick Mak

Rick Mak

Rick Mak is a 30-year veteran businessman, having started, bought, and/or sold more than a dozen companies. He has bachelor's degrees in International Business, Finance, and Economics, with masters in both Entrepreneurship and International Law. He has spoken at hundreds of conferences around the world during his career on entrepreneurship, international tax law, asset protection, and company structure. Business Anywhere Editorial Guidelines

Subscribe To Our Newsletter

Get updates and learn from the best

More To Explore

Do You Want To Boost Your Business?