The easiest way to dissolve a limited liability company is by will. This means that you must not exercise your rights of governance or management and not receive any financial or managerial benefits from the LLC. This will clearly show your intent to terminate your relationship with the LLC and change the contractual relationship you have with the LLC.
Selling or assigning your interest in the LLC is not dissolving it by will. You must essentially resign yourself from all relationships with the LLC. Generally most state statutes do not give you a default right to recover your investments and contributions unless you contracted for them when you formed the LLC.
If every member of the limited liability company terminates their relationship by will, then the LLC is dissolved. Even if one member dies, withdraws by will, or otherwise terminates their relationship to the company, the LLC will be dissolved if nobody else is capable or willing to run the business. All members can also agree to dissolve the LLC by filing with the same state agency that formed the company.
Although your state statute may differ, nearly all states require the following information to dissolve an LLC:
- the name of the company
- the name all of its members
- the date of filing
- a reason for dissolving the LLC
- the date dissolution becomes effective
- any information about pending lawsuits or unpaid taxes.
The assets of a dissolved LLC may be distributed among the owners in any manner they see fit, although this is usually covered in the operating agreement signed before the formation of the LLC. It is extremely rare for members to ask a judge to distribute assets because members know how much they have invested into the company.
Dissolving a company can be a traumatizing and emotional event, particularly if your relationship with your partners or has soured. You should consult a business attorney to make the process as smooth and painless as possible.