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Can One Partner Dissolve an LLC?

By Jacinta Sherris

Published on 18 Apr 2023 4 min read

If you’re a business partner looking to dissolve an LLC, we’re sharing the do’s and don’ts of what can be done. To jump to the main answer to your question, in most cases, one partner is not able to dissolve an LLC entirely on their own. The exact requirements will depend on the type of LLC, the state, and the shares of ownership. 

Certain steps need to be taken to ensure that the process of dissolution is done correctly, so let’s keep reading to learn about the process.  

Understanding How Dissolving an LLC Works

Reviewing the Limited Liability Company (LLC) operating agreement will determine the specific requirements for dissolution. Usually, the consent of all partners is required to dissolve the LLC. However, there may be provisions in the operating agreement that allow for a single partner to dissolve the LLC under certain circumstances, such as disagreement among the partners or a partner’s failure to fulfill their obligations.

If the operating agreement does not provide for a single partner to dissolve the LLC, the partner who wishes to dissolve the LLC may need to negotiate with the other partners to obtain their consent. This can involve discussing the reasons for dissolution and making sure that all partners are fully aware of the consequences.

Preparing to dissolve the LLC also involves taking care of any outstanding debts, taxes, or legal obligations. This helps to avoid any future legal issues and ensures that the dissolution process goes smoothly. 

It is important to officially dissolve the LLC by filing the necessary paperwork with the state and canceling any business licenses or permits.

The LLC Dissolution Process in 6 Steps

Understanding how to dissolve an LLC is important to ensure that all of the necessary steps are taken to properly dissolve the business. The dissolution of an LLC is the process of ending the company’s legal existence, which generally involves filing the proper paperwork with the state in which the business was established.

Here are 6 important steps to follow for an LLC dissolution process:

Step 1: Review the Operating Agreement

The first step in dissolving an LLC is to review the company’s operating agreement. The operating agreement will outline the steps necessary for dissolving the LLC, including whether a vote of the members is required. If the operating agreement does not contain any dissolution provisions, the LLC must follow the applicable state laws.

Step 2: File Paperwork With the State

Once the members have voted to dissolve the LLC, the next step is to file the necessary paperwork with the state. This paperwork will include the Articles of Dissolution, which is the document that officially dissolves the LLC. The articles must include information such as the company’s name, address, and date of dissolution. The articles must also include the names and signatures of all of the members who voted to dissolve the LLC.

Step 3: Notify the LLC’s Bank and Other Financial Institutions

The LLC’s business partners must contact the bank and other financial institutions to inform them of the dissolution. The bank and other financial institutions will then close any accounts associated with the LLC, and the LLC must transfer any remaining funds to the appropriate parties.

Step 4: Notify the LLC’s Creditors

Notifying other creditors is an important step in the dissolution process because it allows them to make arrangements to receive payment for any outstanding debts. 

It’s important to note that when dissolving an LLC, all debts and obligations must be paid before the dissolution can be completed. This includes any debts to the bank or other financial institutions. If the LLC does not pay these debts, the creditors may have the right to pursue legal action against the LLC. 

Step 5: Cancel Any Business Licenses or Permits

You’ll want to cancel any business licenses or permits to avoid confusion and potential fees. This is a crucial step in the LLC dissolution process. When canceling, your notice should include the name of the LLC, the date of dissolution, and the name and address of the partner filing the dissolution paperwork. 

Step 6: Distribute the Remaining Assets

Once the LLC’s bank accounts have been closed, creditors have been paid off, and the correct forms have been filed, it’s time to distribute the remaining assets among the business partners. At this point, you may decide to contact an attorney to ensure that everyone is satisfied with the way the remaining assets are distributed. 

Final Thoughts for a Partner Looking to Dissolve an LLC

Understanding how to dissolve an LLC is an important part of owning and operating a business. Knowing the process and potential consequences of dissolution can help owners make informed decisions about their business and its future. When in doubt, it may be wise to consult with an attorney who is familiar with the laws in the state where the LLC was registered.

In the meantime, head over to doola for seamless assistance with running your business. Our team members can help business owners just like you with business entity formation to bookkeeping. Find the resources you need with doola! 

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