Limited Liability Company – General – Florida
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Florida Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, administratively, or judicially. This summary addresses ONLY the voluntary dissolution of a Florida LLC.
A LLC must be dissolved, and the company’s affairs must be concluded, upon the first to occur of any of the following events:
1. At the time specified in the articles of organization or the operating agreement;
2. Upon the occurrence of events specified in the articles of organization or the operating agreement;
3. Unless otherwise provided in the articles of organization or the operating agreement, upon the written consent of all of the members of the LLC;
4. At any time there are no members; or
5. The entry of an order of dissolution by a circuit court.
So long as a LLC continues to have at least one remaining member, and except as otherwise provided in the articles of organization or the operating agreement, the death, retirement, resignation, expulsion, bankruptcy, or dissolution of any member or the occurrence of any other event that terminates the continued membership of any member does not cause the LLC to be dissolved, and upon the occurrence of any such event, the LLC is continued without dissolution.
Following the occurrence of any of the events causing dissolution of the LLC, the LLC must deliver articles of dissolution to the Department of State for filing.
A dissolved LLC may dispose of the known claims against it by delivering to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice must:
1. Provide a reasonable description of the claim that the claimant may be entitled to assert.
2. State whether the claim is admitted or not admitted, in whole or in part, and, if admitted:
a.The amount that is admitted, which may be as of a given date.
b. Any interest obligation if fixed by an instrument of indebtedness.
3. Provide a mailing address where a claim may be sent.
4. State the deadline (may not be fewer than 120 days after the effective date of the written notice) by which confirmation of the claim must be delivered to the dissolved LLC.
5. State that the LLC may make distributions thereafter to other claimants and its members or former members without further notice.
A dissolved LLC may reject, in whole or in part, any claim made by a by mailing written notice of the rejection to the claimant within 90 days after receipt of the claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. A notice sent by the LLC must be accompanied by a copy of § 608.442.
A dissolved LLC must also give notice of the dissolution of the LLC to persons with claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of the notice. The notice must be in substantially the same form and have the same content as that given to claimants with non-contingent claims.
A dissolved LLC must offer any claimant whose claim is contingent, conditional, or unmatured such security as the LLC determines is sufficient to provide compensation to the claimant if the claim matures. The dissolved LLC must deliver such offer to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. If the claimant offered security does not deliver in writing to the dissolved LLC a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant is deemed to have accepted the offer of security as the sole source from which to satisfy the claimant’s claim against the LLC.
A dissolved LLC which has given notice in accordance with the statutory provisions must petition the circuit court in the county where the LLC’s principal office is located or was located at the effective date of dissolution to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected an offer for security.
A dissolved LLC which has given notice in accordance with the statutory provisions must petition the circuit court in the county where the LLC’s principal office is located or was located at the effective date of dissolution to determine the amount and form of security which will be sufficient to provide compensation to claimants whose claims are known to the LLC but whose identities are unknown. The court will appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection.
The giving of any notice or making of any offer of security does not revive any claim then barred or constitute acknowledgment by the dissolved LLC that any person to whom such notice is sent is a proper claimant and does not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.
A dissolved LLC which has followed the statutory procedures:
1. Must pay the claims admitted or made and not rejected in accordance with the statutory provisions.
2. Must post all security offered and not rejected.
3. Must post any security ordered by the circuit court.
4. Must pay or make provision for all other obligations of the LLC.
Claims and obligations must be paid in full and any provision for payments must be made in full if there are sufficient funds. If there are insufficient funds, claims and obligations must be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available to satisfy claims. Any remaining funds must be distributed pursuant to § 608.444. However, such distributions may not be made before the expiration of 150 days from the date of the last notice of rejections given pursuant to the statutory provisions.
A dissolved LLC which does not follow the statutory procedures must pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims known to the LLC and all claims which are known to the dissolved LLC but for which the identity of the claimant is unknown. These claims must be paid in full and any provision for payment made must be made in full if there are sufficient funds. If there are insufficient funds, these claims and obligations must be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds must be distributed pursuant to § 608.444.
A member of a dissolved LLC whose assets are distributed in accordance with the statutory provisions is not liable for any claim against the LLC in an amount in excess of that member’s pro rata share of the claim or the amount distributed to the member, whichever is less. A member of a dissolved LLC whose assets are distributed in accordance with the statutory provisions is not liable for any claim against the LLC on which a proceeding is not begun prior to the expiration of 3 years following the effective date of dissolution. The aggregate liability of any member of a dissolved LLC for claims against the dissolved LLC may not exceed the amount distributed to the member in dissolution.
A dissolved LLC continues its existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
1. Collecting its assets.
2. Disposing of its properties that will not be distributed in kind to its members.
3. Discharging or making provision for discharging its liabilities.
4. Distributing its assets.
5. Doing every other act necessary to wind up and liquidate its business and affairs.
Dissolution of a LLC does not:
1. Transfer title to the LLC assets.
2. Prevent commencement of a proceeding by or against the LLC in its name.
3. Abate or suspend a proceeding pending by or against the LLC on the effective date of dissolution.
4. Terminate the authority of the registered agent of the LLC.
In settling accounts after dissolution of a LLC, the assets of the LLC must be distributed in the following order:
1. To creditors, including members who are creditors, to the extent permitted by law in satisfaction of liabilities of the LLC, whether by payment or establishment of reserves, other than liabilities for distributions to members under § 608.426 or § 608.427.
2. Except as provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions under § 608.426 or § 608.427.
3. Except as provided in the articles of organization or the operating agreement, to members pro rata in proportion to his/her then-current percentage, or other interests in the profits, of the company.
After filing of the articles of dissolution, a certificate of dissolution will be returned to the representative of the dissolved LLC. Upon the issuance of the certificate of dissolution, the existence of the company ceases, except for the purpose of suits, other proceedings, and appropriate action as provided by law.
The manager or managers in office at the time of dissolution, or the survivors of them, or, if none, the members, become, after issuance of the Certificate of Dissolution, trustees for the members and creditors of the dissolved LLC; and, as such, the trustees have authority to distribute any company property discovered after dissolution, to convey real estate, and to take such other action as may be necessary on behalf of and in the name of such dissolved LLC.
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