Closing any business can be a complex affair. The business form can determine the steps which must be taken, from initiating the process to final dissolution. For limited liability corporations, there are specific rules guiding its dissolution and understanding those rules will ensure your dissolution goes smoothly.
Prerequisites to dissolution
There are a few different events which can trigger the dissolution of an LLC. Foremost, the LLC may have been formed with a predetermined end date. When this is the case, and that date has been reached, dissolution may proceed. Or the operating agreement may include a set of defined events which, if they take place, will trigger dissolution. If none of these preexisting conditions exist, Ohio Revised Statute 1706.47 permits dissolution to occur upon the unanimous written agreement of the LLC’s members.
Certificate of dissolution
Filing a certificate of dissolution with the Ohio Secretary of State formally brings the LLC to an end. As such, the certificate must include the date the LLC is to be dissolved. However, the effect of the dissolution is not to make the LLC immediately disappear. Rather, the LLC continues to exist but is limited in what it can do.
Winding up an LLC can take some time and it is permitted to conduct activities to this end following the date identified in the certificate of dissolution. The LLC may continue to collect assets and satisfy existing obligations and debts. Property or other assets may be liquidated and tax requirements must be handled. The specific activities of any LLC dissolution, and their complexity, will vary from business to business. Seek the assistance of an experienced professional to help you navigate the process and ensure the dissolution is done correctly.