Tuesday, September 15, 2009

Dissolving A Maryland LLC

Question: I co-own a Maryland LLC with three other people. We are looking to dissolve and do not know where to begin. Where can we find the best information, and where is the best place to start? Are the Articles of Cancellation the same as the Articles of Dissolution? Stephalauren, Maryland
Response: In responding, I'll assume all members wish to dissolve the LLC. Basically, here are the steps to a voluntary dissolution of an LLC in Maryland--(a) members unanimously vote to dissolve the LLC, (b) file articles of dissolution with the Maryland Department of Assessments & Taxation, (c) wind-up the business, sell all assets not to be distributed to owners or creditors, pay the credit and, if any assets are leftover, distribute remaining assets to the members and (d) file articles of LLC cancellation with the Maryland Department of Assessments & Taxation. This information was gleaned from reading Subtitle 9. Dissolution, Forfeiture, and Reinstatement. of the Maryland LLC Act. In many states, those wishing to dissolve an LLC must also get a tax clearance letter from the state certified that they have paid all of the business entity's state tax obligations before the state officially dissolves the LLC. I would contact the Maryland Corporate Charter Division to ask whether I've left anything off the list: charterhelp@dat.state.md.us.

Here is a link to the official form for articles of LLC cancellation. There does not appear to be a recommended form for LLC articles of dissolution on the state website but that should pose no large hurdle. The contents of the articles of dissolution are rather straight forward as set out in Maryland LLC Act §4A–907.

(2) Articles of dissolution shall contain:
      (i) The name of the limited liability company;
      (ii) The date of filing of the articles of organization and each amendment thereto;
      (iii) The date of the dissolution; and
      (iv) Any other information the members determine.

As to the order of priority in distribution of the LLC's assets during the windup process, this is specified in Maryland LLC Act §4A–906.


The Dude, Mr. A K said...

What happens if the LLC was created and never really made any money and is in forfeit status?

kumquat said...

Same question, but in my case the LLC has been licensed for less than a year and made no money. The only fees I'd have to worry about are the llc-closing fees, no taxes etc.