Dissolving a Connecticut LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Connecticut LLC.
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 a 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 the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
You are responsible for taking the necessary actions to notify creditors prior to dissolving the Connecticut LLC. Proper written notice should include a mailing address where any claims against the LLC can be sent. Deadlines cannot be less than 120 days from the effective date of the written notice. You may also publish notification in a newspaper.
Connecticut requires that the Articles of Dissolution be submitted for filing purposes, along with filing fees. These must be sent to the commercial recording division of the Secretary of State. Critical information should include the LLC name, reason for initiating the filing of the articles of dissolution and the effective date of dissolution if it is different from the filing date. You must submit a fee to file these articles and the filing is typically processed within 3-5 business days. By filing cancellation articles, you are formally terminating the LLC's status as a business entity registered directly with the state. This is also referred to as the formal process of dissolution. This administrative step is required to terminate the obligations owed by the LLC.
You must arrange to pay all LLC liabilities, debts and obligations. No tax clearance is required from the state of Connecticut before dissolving the LLC. However, it is strongly recommended that you notify the Department of Revenue Services after you have submitted your articles of dissolution and received notification that the dissolution has been processed. A copy of that notification letter should be submitted to the DRS to close any state tax accounts. Also, if you fail to file the LLC's annual report, your LLC will be classified in default. If you fail to re-register your LLC, late fees and penalties may apply. Domestic LLCs are forfeited for failing to maintain a registered agent in Connecticut. To reinstate domestic LLCs, you must pay a $120 fee.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Connecticut LLC for you.
Impact of dissolution
Once formally dissolved with the state, the name of your Connecticut LLC is not protected. Other entities may be eligible to use the name immediately.
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 Connecticut. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.