Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 34

Under the ULLCA and in many states, claims of those who respond within the claim period may be enforced against the LLC. Recovery is limited to those assets that the LLC has not already distributed to its members or other creditors. If the assets have been distributed, claims may be enforced against the members, but recovery is limited to the value of assets distributed to the members. In the absence of fraud or other unusual circumstance, no member shall be personally liable for claims amounting to more than the value of assets distributed to him or her. Courts will not permit an LLC or its members to transfer LLC assets if the purpose of the transfer is to defraud claimants. In certain circumstances, entity transfers to one claimant may be attacked by another claimant if the LLC unfairly preferred the first claimant over the second.

Because dissolution involves the potential that a creditor could come knocking on your door to recover the value of assets distributed to you, it is important to follow any statutory claims procedure. Also, because of tax and other aspects of a dissolution, you would be wise to work closely with a good business attorney.

The following form is a sample certificate of dissolution for use in Delaware, which is fairly representative. (In Delaware, they call it cancellation.) You’ll need to check with your specific state, because the forms will differ widely and your state may have additional requirements. All secretary of state offices offer sample certificates of dissolution. These documents are rarely longer than one page.

Sample Certificate of Dissolution

STATE OF DELAWARE CERTIFICATE OF CANCELLATION OF LLC

1. The name of the limited liability company is DEF LLC.

2. The certificate of formation of the limited liability company was filed on _____________________.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation this __________ day of _____________, 20__.

By: _____________________

Signature of Authorized Officer

Name: _____________________

Print or Type

Title: _____________________