Dissolving an Alabama LLC
If you and the other members of your organization are considering dissolving your LLC, it’s important to address required steps; otherwise, you could face administrative consequence and additional challenges with the dissolution of your Alabama LLC.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Alabama LLC for you.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As the first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the future if someone does not remember providing their consent.
What to file
There are specific procedures that you must follow to officially dissolve your LLC in Alabama. When the articles of dissolution are filed, there are particular details that need to be included inside the document you submit to the state. A fee must be paid to the probate judge in the county in which your LLC was formed and a filing fee must be given to the Alabama Secretary of State. When partnering with Swyft, we can help expedite the filing process for an additional fee.
You must also provide proof of fee payment and an original (plus two copies) of the articles of dissolution form for your LLC to the probate judge in the county in which you received your original certificate of formation. This can be done in person or by mail but the original signature of the filer is required.
Impact of Dissolution
After this paperwork has been submitted and approved, a dissolved LLC cannot carry on any business except as is necessary to wind down the affairs and business of the company, or to liquidate it.
The judge will identify that the articles of dissolution, as submitted, conforms to Alabama law and will record it. The certified copy of the recorded articles of dissolution becomes your certificate of dissolution for the LLC. After this has been recorded, up to 10 days later, the judge will send another certified copy to the Alabama Secretary of State. You can revoke this decision to get articles of dissolution for your Alabama LLC within 120 days.
Once you have dissolved your company, you are no longer eligible to use the company name and it becomes available for other people to acquire.
Don't forget about taxes
You also need to make sure that all taxes owed by the LLC are paid and filed in a timely manner. If not, even if you filed your articles of dissolution, you can be assessed for additional penalties for the failure to pay and file any due and outstanding taxes.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Alabama. Swyft Filings can help you with your withdrawal from any states where you are foreign qualified.