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Dissolution is the decision to stop the active conduct of a business and formally dissolve the LLC’s charter. There are three types of dissolution:

1. A voluntary dissolution is the intentional dissolution of an LLC by its own owners.

2. An administrative dissolution is a dissolution ordered either by the secretary of state, an equivalent department, or any other authorized state official.

3. A judicial dissolution is a dissolution ordered by a court of law. Judicial dissolutions are very rare.

During the dissolution process, all activities of the LLC are geared to an orderly winding up of the LLC’s business and liquidating of its assets.

Like merger and consolidation, voluntary dissolution usually requires approval by the managers (if the LLC is manager-managed) and by the members. Dissolution also requires the filing of articles of dissolution with the secretary of state. In some states the secretary of state will not approve the voluntary dissolution of an LLC that is not in good standing or that has an outstanding tax liability. This is an interesting paradox, because the eventual penalty for delinquency in LLC filings and franchise taxes is administrative dissolution.

The secretary of state enjoys the power to order the administrative dissolution of an LLC. The secretary of state may exercise this power if an LLC becomes seriously delinquent in meeting its statutory requirements, such as periodic filing and tax reporting requirements. What constitutes a delinquency serious enough to warrant an administrative dissolution will differ widely from state to state. Some states allow a reinstatement of good standing following an administrative dissolution, if the LLC properly files and pays all back taxes. In Nevada, this process is called reinstatement ; in Delaware, it’s called revival.

A court of law may order the judicial dissolution of an LLC upon the request of a state attorney general, a member, or a creditor. A member, for example, may bring an action to dissolve an LLC if the LLC is wasting its assets, if the member’s rights are being abused by other members, or if there’s a voting deadlock among members or managers.

You should always endeavor to avoid dissolution. Dissolution can lead to a failure of an LLC’s liability protection. See the State Reference Information on the accompanying CD for periodic reporting requirements and tax requirements in your state of organization. You should exercise great care if voluntarily dissolving an LLC. Do not allow it if the LLC has substantial debt. If you are a member of a dissolved LLC with outstanding liabilities, those liabilities may be attributed to you personally.

Articles of dissolution typically provide:

• The name of the LLC to be dissolved

• The date the dissolution was authorized by the board of managers and members

• The percentage of ownership interest voting for and against the dissolution

• The signature of an authorized manager of the LLC

The dissolution is effective on the date the articles of dissolution are filed with the secretary of state unless a different date is set forth in the articles. There is usually a fee charged for filing articles of dissolution.