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Dissolution of LLC

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mcdesign

Junior Member
I am in Kentucky.

I dissolved an S-corp and set up an LLC. Then later found I should not be an LLC, but file as an individual.

I sent articles of dissolution for the LLC stating company name, date of dissolution and stated the reason for dissolving but received a notice from the Secretary of State's office stating:

The enclosed documents are being returned for the reasons listed below:
A dissolution must contain a statement of the subsection of KRS 275.285 pursuant to which the Limited Liability Company has dissolved. [KRS 275.315(20]. We do not have a form; you must draft your own document according to the statute or have any attorney draft the dissolution.

What does this mean and how should it be worded?
 


mcdesign

Junior Member
Thank you for your response. I did supply a reason in my letter to the Secretary of State before and it was returned. I said:

"I was imprperly advised to set up an LLc and did so. My tax advisor later informed me I should file a schedule C as an individual and should never have sent article of organization in the first place."

But this does not jive with the requirements in 275.285 I guess. So could I say "the reason for dissolution is the written consent of a majority-in-interest of the members of this limited liability company"?

I am the only member.

Thank you.
 

clueless3

Member
Well, you can simply draft 2 documents: 1 is a letter stating simply "We resolved to dissolve our Company" with the signatures of all members; another to the State saying "We hereby petition to dissolve our Limited Liability Company, with the written consent of all of our members, persuant to KRS 275.285 (2)."
 

mcdesign

Junior Member
Thank you

Thanks for all your help. The dissolution was accepted this time.

Although it was simple to you, it was very confusing for me. I really appreciate your feedback.

Cluesless in Kentucky
 

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