In my previous post, I talked about the different ways an Oklahoma limited liability company can end. Once it has ended, there are several things you need to do to “wind up” up the company.
1. Pay Creditors. Payment, or adequate provision for payment, shall be made to creditors, including to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company;
2. Distribution to Members. After creditors are paid, the company can distribute what is left to the members. The first distribution in this category is to members or former members in satisfaction of liabilities for distributions under the Oklahoma Limited Liability Company Act; and then to members and former members first for the return of their contributions and second respecting their membership interests, in proportions in which the members share in distributions.
3. File Articles of Dissolution. Once you have completed the preliminary steps required for winding up the company, you file a document called “Articles of Dissolution” with the Oklahoma Secretary of State.
Have you ever wondered how an Oklahoma limited liability company dies?
Do you think your company might have already experienced one of those circumstances that would mean death for it?
To dissolve or have a dissolution is simply the legal term for the end of the limited liability company.
The dissolution of an Oklahoma limited liability company happens naturally under Oklahoma law when any of these things happens:
1. A natural death. The LLC reaches the age when its Articles of Organization says that it ends (e.g, the Articles provide for a 50-year life and the LLC reaches 50);
2. A prearranged death. An event happens that the LLC operating agreement says means that the company should dissolve;
3. Everyone agrees it should die. All LLC members agree in writing the company should be dissolved.
4. Death from the Court. An Oklahoma court enters an order that says the company is dissolved.
After an LLC is Dissovled, it is then “wound up”. Winding up an LLC is simply another legal term that means taking the actions necessary to close down the company.
Check back here on Friday for a post explaining how to wind up an Oklahoma limited liability company.
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