Dissolution Process Page

QUICK PROCESS SUMMARY: For a variety of reasons, companies will need or want to dissolve. Maybe the company was never funded or the purpose of the company ceases to exist. Whatever the reason, it is important to formally dissolve your company so that the annual state tax is no longer incurred. You will typically want to dissolve your company prior to December 31st to avoid incurring additional franchise tax, business privilege tax or similar taxes.

This process is designed for shell companies and for companies in which all shareholders consent to the dissolution. Please note that if the shareholders do not agree or if there are significant assets or liabilities, more extensive legal work is necessary.

When you are ready to begin the process, email us at admin@goodrichfirm.com in order to unlock your forms, schedule lawyer times, and receive a retainer agreement. When the retainer agreement has been accepted, you should submit the following questionnaires, and we can then work with the forms to quickly dissolve your company. A forms assistant is available to assist you throughout the process.

The Red Mountain Law Client Center is designed to facilitate the process, maximizing attorney time in order to provide cost efficient service. While several of our business clients prefer this service and approach, many prefer the more traditional approach of working directly with the attorney and the staff. This latter approach certainly facilitates more interaction, which often leads to the recognition of more legal obstacles that the business may face. If the more tailored approach is for you, please do not hesitate to contact one of our lawyers directly.

RED MOUNTAIN LAW DOCUMENTS USED:

1) Articles of Dissolution (corporation)
2) Action by Written Consent of Shareholders (corporation)
3) Articles of Dissolution (LLC)
4) Action by Written Consent of Members (LLC)

REFERENCE MATERIAL

Retainer Agreement


DETAILS OF THE PROCESS

At this point, we are assuming that you have made the decision to dissolve your business. If you are still trying to decide, then you may want to discuss this further with the other shareholders,  members or your advisors.

We are also assuming that you have little or no assets in the corporation. A dissolution filing should not be made until all assets are liquidated and all liabilities are paid.

If you have any unknown liabilities, you need to consult further with your lawyer.

If you have any assets, you need to distribute first to creditors and then to shareholders. If any of the above are true, you will want to consult with your attorney before you begin the dissolution process.

ARTICLES OF DISSOLUTION (corporation)

At any time after the dissolution is authorized, a corporation may dissolve by delivering the Articles of Dissolution to the Probate Judge for filing. A corporation is dissolved upon the effective date of its articles of dissolution.

Click on this link and fill in the form:

ARTICLES OF DISSOLUTION (corporation)


ARTICLES OF DISSOLUTION (LLC)

At any time after the dissolution is authorized, a limited liability company may dissolve by delivering the Articles of Dissolution to the Probate Judge for filing. An LLC is dissolved upon the effective date of its articles of dissolution.

Click on this link and fill in the form:

ARTICLES OF DISSOLUTION (LLC)

CORPORATE ACTIONS BY WRITTEN CONSENT

 
A corporation may be dissolved by the written consent of all of its shareholders, whether or not otherwise entitled to vote, without action by the corporation's board of directors. Only use this form if all shareholders have consented to the dissolution.

Click on this link and fill in the form:

ACTION BY WRITTEN CONSENT OF SHAREHOLDERS (corporation)

An LLC may be dissolved by the written consent of all of its members. Only use this form if all members have consented to the dissolution.

Click on this link and fill in the form:

ACTION BY WRITTEN CONSENT OF MEMBERS (LLC)

FILING OF ARTICLES

You will need to file the Articles of Dissolution and the Action by Written Consent of the Shareholders (corporation) or the Articles of Dissolution (LLC) (or have us file these forms for you) in the office of the probate judge of the county in which the Articles of Incorporation (corporation) or Articles of Organization (LLC) were filed. The filing fees are determined by the respective county’s Judge of Probate.

If you are doing this in Jefferson County, you should take two checks to the Judge of Probate Office (one for the Judge of Probate the other for the Secretary of State) located in the courthouse in downtown Birmingham on the first floor. You may also mail the Articles to any courthouse in the state. Call for the fees before you send the Articles.