The steps for legally shutting down an Oklahoma limited liability company


The purpose of this post is to provide a checklist of the steps for closing an Oklahoma limited liability company when it is no longer doing business.

This is a formal process for closing and if followed, should provide some protection for the owners of the company.

1.  Written Resolution.  This is a document created by the Company and signed by all the members of the Company that provides that the Company will cease operations, pay creditors, distribute assets to members and dissolve.

2.  Pay creditors.  If the Company has the funds available, pay the Company’s creditors.  This is an important step because the failure to pay the creditors may subject the members of the Company to individual liability for the unpaid debts.  If all creditors are not being paid, I strongly suggest you consult with an attorney regarding options.

3.  Distribute to Members.  After the company’s creditors are paid, the remaining assets of the Company should be distributed to the Company’s members, based on the Operating Agreement.  It is wise to retain a small amount of money in the Company’s account to pay for expenses that may not have yet arisen.

4.  Complete Articles of Dissolution.  This is a document provided by the Oklahoma Secretary of State and can be found here.  Complete and sign the document.

5.  File with Secretary of State.  Once the Articles of Dissolution are signed, they need to be filed with the Oklahoma Secretary of State.  There is a $50.00 filing fee.
NOTE:  A limited liability company continues in existence after dissolution, regardless of whether articles of dissolution are filed, but may carry on only activities necessary to wind up its business or affairs and liquidate its assets.

6.  File with Oklahoma Tax Commission.  To prevent further taxes from accruing (such as the franchise tax) provide notice to the Oklahoma Tax Commission that the Company has shut down.  It is wise to consult with your CPA at this point who will know the specific steps to take to shut down the Company with the Oklahoma Tax Commission.

7.  File with IRS.  To officially close the Company with the IRS, you will need to file several documents.  To get a feel for what the IRS requires, take a look at this IRS-created checklist.  It is wise to consult with your CPA at this point who will know the specific steps to take to shut down the Company with the IRS.

8.  Unemployment Authority.  You will need to contact the Oklahoma Employment Security Commission to let it know that the Company is shutting down and no longer has employees.

Posted by Shawn Roberts

On this blog, I write about and try to answer practical Oklahoma legal questions. My focus and most experience is in estate planning and business issues including Oklahoma non-compete law. I make a living as an attorney in the law firm I founded, Cazes Roberts, PLLC in Oklahoma City. I live in Edmond with wife Amy and my two children, Sam (17) and David (9). We live precisely in the path of where the "wind comes sweeping down the plains."