The process to dissolve a limited liability company (LLC) in Illinois involves the following steps:
- Hold a meeting of members or managers: The first step is to hold a meeting of members or managers of the LLC to approve the dissolution. This may be done through a written consent signed by all members or managers.
- File articles of dissolution: The next step is to complete and file articles of dissolution with the Illinois Secretary of State. The articles of dissolution must contain the name of the LLC, the date the dissolution was authorized, the reason for dissolution, and a statement that the LLC has paid or made provision for payment of all debts and obligations.
- Notify creditors and claimants: The LLC must notify all creditors and claimants of the dissolution by publishing a notice of dissolution in a newspaper of general circulation in the county where the LLC's principal place of business is located. The notice must contain the name of the LLC, the date the dissolution was authorized, and a statement that any claims against the LLC must be submitted in writing and include a mailing address where the claimant may send the claim.
- File final tax returns: The LLC must file final federal and state tax returns and pay all taxes owed.
- Distribute assets: The LLC must distribute any remaining assets to its members according to the LLC's operating agreement or state law. If the LLC's operating agreement is silent on how assets are to be distributed upon dissolution, then state law provides for equal distribution among members.
- File a certificate of termination: Finally, the LLC must file a certificate of termination with the Illinois Secretary of State once all of the above steps have been completed.
It is important to note that there may be additional steps required depending on the specific circumstances of the LLC's dissolution. Additionally, the LLC should seek advice from a licensed attorney to ensure compliance with all legal and procedural requirements for dissolution.
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