Basics of LLC dissolution

Entrepreneurs and innovative thinkers sometimes bypass the portion of their operating agreement that covers how to dissolve an LLC. When starting an LLC in Washington DC, it may feel unnecessary to plan for dissolution, since confidence and optimism often lead to a success-only mindset. While admirable, it’s important to prepare for every scenario and outline how to file articles of dissolution in DC.

If your operating agreement does include clauses regarding these procedures, read and follow them to the letter. If not, the basics of LLC dissolution will be covered in this step-by-step guidance.

LLC dissolution

It’s essential to resist any notions of simply walking away and leaving the business entity unused. The LLC dissolution process is a legal necessity that helps prevent unwarranted expenses and civil litigation. Some of the worst-case scenarios that happen to professionals who fail to put an entity to bed include fraudsters purchasing merchandise under the LLC’s name, landlords continuing to bill the organization, and the District of Columbia leveling late fees and penalties for not filing annual reports.

To some degree, business dissolution may be as crucial as carrying liability insurance. Without either, you are taking unnecessary professional and personal risks. That being said, knowing the types and how to dissolve an LLC helps streamline the process so you can sleep easy after it’s completed.

Types of LLC dissolution

There are three types of LLC dissolution — judicial, administrative, and voluntary. The latter is the worry-free way to close an organization and move on to new opportunities. The first two might also be called involuntary business dissolution.

Administrative dissolution

An administrative dissolution involves an official eliminating the rights and privileges of an organization to conduct business. Each state has varying reasons why its Secretary of State or another official can take this action. Washington, DC, operates differently. According to the Code of the District of Columbia, the Mayor can dissolve a domestic entity based on an LLC not doing the following.

• Paying any fee or penalty required to be paid to the Mayor not later than 5 months after it is due.
• Deliver a biennial report to the Mayor not later than 5 months after it is due.
• Not having a registered agent in the District for 60 days.

An enterprise has 60 days from the time it is served notice to cure the reason(s) why it faces administrative dissolution. Failing to resolve the complaint may result in the Mayor signing a statement of dissolution.

Judicial dissolution

Judicial dissolution is another involuntary type of closure that is issued by the courts. Under the Code of the District of Columbia, a judge can revoke an LLC if the Attorney General brings an action and demonstrates one of the following.

• The LLC obtained its articles of incorporation through fraud.
• The LLC continued to exceed or abuse the authority conferred upon it by law.

It’s also possible for stakeholders to ask the court to dissolve the LLC, based on the following.

• Stakeholders are unable to break the deadlock.
• The entity suffers or could incur irreparable injury.
• Assets are being misapplied or squandered.

Judicial dissolution is clearly a hard road that business professionals generally prefer to avoid traveling. Fortunately, voluntary dissolution is not nearly as fraught with problems.

Voluntary dissolution

Pursuing a voluntary LLC dissolution in Washington, DC, allows owners and operators to resolve business matters at their own pace and on their terms. The sole owner or members can decide to shutter the operation after it fulfills its purpose, revenue has declined or simply retire. The reasons to voluntarily close out an LLC vary substantially.

Dissolving your LLC in Washington DC

A thorough and diligent LLC dissolution helps hard-working professionals avoid unwelcome surprises. But, truth be told, few first-time entrepreneurs know how to dissolve an LLC in DC. These are the steps you need to take to secure a certificate of dissolution.

Step 1: Vote to dissolve the LLC

Your operating agreement may provide guidelines about voting to dissolve the LLC. In many cases, a quorum must be assembled — in person or through video conference — and a simple majority usually carries the day. It’s essential to record, document, and file a report that details the event and outcome.

Single vs multi member LLC dissolution

The critical difference between single- and multi-member LLCs is that sole owners do not have to ask permission. Owner-operators typically select the LLC entity type instead of a sole proprietorship because it offers better liability protection, tax benefits, and agility.

Dissolution rules in your LLC operating agreement

The dissolution clause in your operating agreement is not a loose guideline. To legally dissolve your LLC, you will need to familiarize yourself with the language. A smartly written agreement outlines the process of debt resolution, terminating contracts, divvying up assets, and putting the LLC to bed. The instructions established in the document must be followed explicitly. Otherwise, a disgruntled member could cry foul and file a lawsuit.

Step 2: Wind up all business affairs and handle any other business matters

Winding up might sound like you’re launching an LLC in DC. The insider term actually refers to notifying a number of key people and handling a variety of business issues. These generally include notifying your registered agent, vendors, independent contractors, and customers that you are closing the organization. You’ll also need to cancel licenses and permits, resolve employee matters, and close bank accounts as well as business lines of credit, among others.

Step 3: Notify creditors and claimants about your LLC’s dissolution

Dissolving your LLC is a fair and equitable process in which business owners and operators resolve outstanding debt before shutting down. Although notification is not necessarily a statutory requirement in DC, doing so helps maintain your standing in the business community. That’s one reason to contact all creditors and claimants and resolve outstanding balances. You’ll either need to pay them off in full or agree on a formal, in-writing settlement.

Step 4: Notify tax agencies and settle remaining taxes

The District of Columbia does not task LLC owners to apply for and wait for a tax clearance letter before shuttering the entity. By that same token, taxes cannot go unpaid. File a final tax return with the Office of Tax and Revenue and the federal IRS. Failure to file and pay outstanding business taxes will likely result in the government holding you personally responsible.

Step 5: File articles of dissolution with the Washington DC secretary of state

The Washington DC secretary of state platform has transitioned business services to the Department of Licensing and Consumer Protection. That’s where you can complete Form DLC-8 (Statement of Dissolution for Domestic Limited Liability Company). The form can be downloaded and mailed to:

• Department of Licensing and Consumer Protection Corporations
• Division PO Box 92300
• Washington, DC 20090

Digital filing can be completed at corponline.dlcp.dc.gov, and the cost of processing a Statement of Dissolution is $220.

Conclusion

The importance of a thorough and complete LLC dissolution cannot be understated. Leaving loose ends behind invites unexpected and costly surprises, such as being responsible for unpaid rental space fees, back taxes and penalties, or a hacker halfway around the world charging electronic devices under your LLC’s name. If you don’t have the time or energy to deal with this sometimes tedious LLC dissolution process, consider getting support.

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