Termination of Limited Liability Company

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Document used to effectively terminate a limited liability company.

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This Termination of Limited Liability Company will effectively terminate a company. Before termination the members should consider all aspects and draft a comprehensive termination agreement which will satisfy all the company members. You will also have to file Articles of Dissolution with your state. A well-written Termination of Limited Liability Company will prove valuable in the event of future problems.

Among others, this Termination of Limited Liability Company for your state includes the following:
  • Termination Worksheet: A comprehensive list of questions which will assist in drafting the termination agreement;
  • Parties: Sets forth the date and state of incorporation of the company;
  • Termination Date:Sets forth the effective date of termination and procedures to be followed in order to wind up the company's affairs.

Protect yourself and your rights by using our professionally prepared up-to-date forms.

This attorney-prepared packet contains:
  1. Information
  2. Termination of Limited Liability Company for use in your state
State Law Compliance: This form complies with the laws of your state
Number of Pages5
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#25740
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Termination of Limited Liability Company










This Packet Includes:
1. Information
2. Termination Worksheet
3. Sample Termination of Limited Liability Company Agreement





Information
Termination of Limited Liability Company - Kit

This kit provides the tools for terminating the existence of 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 liability 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 Agreement that will cover each aspect of dissolution of the business to each members satisfaction.  The termination of a business limited liability company is, perhaps, one of the most difficult business 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.



Note:  This kit includes materials that will aid you in deciding how to best terminate your limited 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 Secretary of States website for further information on LLC dissolution in your state.





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Termination Worksheet




Date proposed for termination:  ____________________________________________________

Reason for termination:  __________________________________________________________

Valuation of limited liability company business: $ _____________________________________

Appraisal of limited liability company property:  $ _____________________________________

Who will appraise the limited liability company property?  ____________________________________________________________________________________________________________

Does anyone hold a right of first refusal or option to purchase the business?  ________________

Is an outside purchase or lease of the business involved? ________________________________
 
If so, what are the proposed terms of the outside purchasers offer to buy or lease the business? ______________________________________________________________________________

Are these terms unanimously acceptable to the members? _______________________________

Is the business to be sold or leased to an existing member?  ______________________________

If so, what are the proposed terms of the existing purchasers offer to buy or lease the business? ______________________________________________________________________________

Are these terms unanimously acceptable to the members? _______________________________

Will the limited liability company business be discontinued with no purchase of limited liability company assets? ________________________________________________________________

What disposition will be made of the limited liability company name? _____________________

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?  _________________________________________________________________________________________________

What is the liquidation or sale value of all of the limited liability company assets? __________________________________________________________________________________________

What is the value of all of the limited liability company liabilities, other than to members? ___________________________________________________________________________________
What will be the remaining limited liability company assets after all limited liability company liabilities have been met? _________________________________________________________

How much will be distributed to each members income account?  ________________________
How much will be distributed to each members capital account?   ________________________

How much additional limited liability company funds will be distributed to each member?  ______________________________________________________________________________

Who will wind up the limited liability company business? _______________________________

What is the estimated date for the distribution of the final limited liability company assets? ______________________________________________________________________________




Termination of Limited Liability Company Agreement


This Termination of Limited Liability Company Agreement is made on ________________, 20___, by and between ____________________, of _______________, City of _____________, State of ________________, and _____________________, of ________________, City of ________________, State of _________________.  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___,  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.   After _______________, 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 the limited liability company and, in general, wind up the limited liability companys affairs.

2.   The members agree that each asset of the limited liability company has a present fair market value equal to the assets 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 value 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 proceed 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 date 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 the 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 sale 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 liabilities 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 capital 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 the limited liability company in any way that does not appear on the records of the limited liability company, nor has he or she received any funds 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 effective 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.  Time 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 oral 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 court of law of competent jurisdiction, the rest of the Agreement shall remain in full force and effect.


Dated  _______________, 20___


___________________________
Signature of Member

___________________________
Printed Name of Member



___________________________
Signature of Member

___________________________
Printed Name of Member




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