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_________ Printed Name of Member ___________________________ Signature of Member ___________________________ Printed Name of Member Termination of Limited Liability Company Agreement 2 urt of law of competent jurisdiction, the rest of the Agreement shall remain in full force and effect. Dated _______________, 20___ ___________________________ Signature of Member __________________l agreements shall have no force or effect. This Agreement is governed by the laws of the State of ___________. If any portion of this Agreement is held to be invalid, void, or unenforceable by any coe is of the essence of this Agreement. This document is the entire Agreement between the members. Any attached papers that are referred to in this Agreement are part of this Agreement. Any alleged oraeffective unless it is in writing and signed by a majority of the members. This Agreement binds and benefits all members and any successors, inheritors, assigns, or representatives of the members. Timnds or assets that do not appear on the records of the limited liability company. 7. The limited liability company name shall be disposed of as follows: 8. No modification of this Agreement shall be the limited liability company in any way that does not appear on the records of the limited liability company, nor Termination of Limited Liability Company Agreement 1 has he or she received any fucapital accounts to the members in their proportionate share d. To any remaining assets to the members in their proportionate share. 6. Every member hereby represents that he or she has not obligated ties in the following order: a. To pay all the debts and obligations of the limited liability company b. To the members' income accounts to the members in their proportionate share c. To the members' le to an outside purchaser. The proceeds from the sale of the limited liability company assets, along with any limited liability company funds shall be applied to the limited liability company liabilihe members according to their proportionate shares. 5. Any limited liability company assets shall be sold. Any member shall have the right to purchase any limited liability company asset before any saate of the accounting, which shall be no later than ______________________, 20___. Any liabilities incurred or funds received by the limited liability company after this date shall be distributed to toceed to have an accounting made of all of the assets and liabilities of the limited liability company. The equities of the limited liability company creditors and members shall be determined on the de equal to its sale price. 3. The members agree that their proportionate shares of the assets and liabilities of the limited liability company are as follows: 4. The limited liability company shall prqual to the asset's value as shown on the financial records of the limited liability company. However, if an asset is sold, the members agree that that asset shall be deemed to have a fair market valu the limited liability company and, in general, wind up the limited liability company's affairs. 2. The members agree that each asset of the limited liability company has a present fair market value efter _______________, 20___, no member shall engage in any further limited liability company business nor incur any further limited liability company obligations, other than to liquidate the assets of__, and filed with the State of ______________, on ___________________, 20___. The above noted members agree to terminate their limited liability company under the following terms and conditions: 1. A_________________. It is intended to permanently terminate the limited liability company that was created by the Articles of Organization between the above parties that was dated ________________, 20__, 20___, by and between ____________________, of _______________, City of _____________, State of ________________, and _____________________, of ________________, City of ________________, State of _______________________________________ Termination Worksheet 2 Termination of Limited Liability Company Agreement This Termination of Limited Liability Company Agreement is made on _______________mited liability company business? _______________________________ What is the estimated date for the distribution of the final limited liability company assets? ________________________________________________ How much additional limited liability company funds will be distributed to each member? ______________________________________________________________________________ Who will wind up the li__________________________________ How much will be distributed to each member's income account? ________________________ How much will be distributed to each member's capital account? ____________________________________________________________________ What will be the remaining limited liability company assets after all limited liability company liabilities have been met? ______________________________________________________________________ Termination Worksheet 1 What is the value of all of the limited liability company liabilities, other than to members? _____ ______________________________________________________________________________________________ What is the liquidation or sale value of all of the limited liability company assets? ____________ ________________________________ What date is set for the sale/lease/liquidation of the limited liability company? ______________ What are the proportionate shares of profits and losses of each member? ___________________ _________purchase of limited liability company assets? ________________________________________________________________ What disposition will be made of the limited liability company name? ________________________________________________________________ Are these terms unanimously acceptable to the members? _______________________________ Will the limited liability company business be discontinued with no ld or leased to an existing member? ______________________________ If so, what are the proposed terms of the existing purchaser's offer to buy or lease the business? __________________________________business? ______________________________________________________________________________ Are these terms unanimously acceptable to the members? _______________________________ Is the business to be soss? ________________ Is an outside purchase or lease of the business involved? ________________________________ If so, what are the proposed terms of the outside purchaser's offer to buy or lease the mpany property? ______________________________ ______________________________________________________________________________ Does anyone hold a right of first refusal or option to purchase the busine liability company business: $ _____________________________________ Appraisal of limited liability company property: $ _____________________________________ Who will appraise the limited liability con Worksheet Date proposed for termination: ____________________________________________________ Reason for termination: __________________________________________________________ Valuation of limitedcontract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Terminatiodamages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, de legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express retary of State's website for further information on LLC dissolution in your state. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provilimited liability company. In order to actually dissolve your limited liability company, you must file Articles of Dissolution with your state limited liability company department. Please see your Sec kit are the following: · · Termination Worksheet Sample Termination of Limited Liability Company Agreement Note: This kit includes materials that will aid you in deciding how to best terminate your ess situations to confront. This kit is designed to assist you in understanding the factors that will be important as you proceed to terminate your business limited liability company. Included in thisAgreement that will cover each aspect of dissolution of the business to each member's satisfaction. The termination of a business limited liability company is, perhaps, one of the most difficult businlity company to proceed as amicably as possible, it is wise to carefully consider all aspects of the impending end of the company and to draft a comprehensive Termination of Limited Liability Company a limited liability company. In many limited liability companies, there will come a time when the members will desire that the company cease to exist. In order for the dissolution of the limited liabiInformation Termination of Limited Liability Company - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides the tools for terminating the existence of