Under Ohio Revised Code 1706.172(D), a certificate of dissolution delivered to the Ohio Secretary of State for filing may specify a delayed effective date of not more than ninety days following the date of receipt by the Secretary of State. In other words, you can do what was listed below, but you have a clock set for 90 days.
While a dissolved LLC can operate, as listed below, it is best to have a clear plan among the members. Once dissolved, an LLC does continue to exist but may not carry on any activities except to wind up and liquidate its activities and affairs.
Appropriate activities include all of the following:
- Collecting its assets;
- Disposing of its properties that will not be distributed in kind to persons owning membership interests;
- Discharging or making provisions for discharging its liabilities;
- Distributing its remaining property under section 1706.475 of the Revised Code;
- Doing every other act necessary to wind up and liquidate its activities and affairs.
In winding up its activities, a limited liability company may do any of the following:
- Deliver to the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of dissolution setting forth all of the following:
- The name and registration number of the limited liability company;
- That the limited liability company has dissolved;
- The effective date of the certificate of dissolution if it is not to be effective upon the filing.
- A copy of the notice published under division (A) of section 1706.474 of the Revised Code.
- Any other information the limited liability company considers proper.
- Preserve the limited liability company’s activities and property as a going concern for a reasonable time;
- Prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative;
- Make an assignment of the limited liability company’s property;
- Resolve disputes by mediation or arbitration;
- Merge or convert under sections 1706.71 to 1706.74 of the Revised Code.
A limited liability company’s dissolution, in itself:
- Is not an assignment of the limited liability company’s property;
- Does not prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name;
- Does not abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution;
- Does not terminate the authority of its statutory agent;
- Does not abate, suspend, or otherwise alter the application of section 1706.26 of the Revised Code.
In Ohio, a dissolved limited liability company may dispose of any known claims by following the procedures below at any time after the effective date of the dissolution of the limited liability company.
A dissolved limited liability company may give notice of its dissolution in a record to the holder of any known claim. The notice shall do all of the following:
- Identify the dissolved limited liability company;
- Describe the information required to be included in a claim;
- Provide a mailing address to which the claim is to be sent;
- State the deadline, by which the dissolved limited liability company must receive the claim. The deadline shall not be sooner than ninety days from the effective date of the notice.
- State that if not sooner barred, the claim will be barred if not received by the deadline.
Unless already barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred in either of the following circumstances:
- A claimant who was given notice does not deliver the claim to the dissolved limited liability company by the deadline.
- A claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejected notice.
A “claim” includes an unliquidated claim, but does not include either of the following:
- A contingent liability that has not matured so that there is no immediate right to bring suit;
- A claim based on an event occurring after the effective date of dissolution.
Note that any state where the company is operating will also require a dissolution process. This generally includes notice to creditors and a period to file a claim.
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