Can a Creditor Collect if an LLC Is Dissolved?

By Elizabeth Rayne

Circumstances might arise under which a creditor can collect debt from a dissolved limited liability company. As such, it is essential for business owners to follow the steps necessary to properly dissolve the company and be aware of situations where creditors may collect distributions that have already been allocated to LLC members.

Circumstances might arise under which a creditor can collect debt from a dissolved limited liability company. As such, it is essential for business owners to follow the steps necessary to properly dissolve the company and be aware of situations where creditors may collect distributions that have already been allocated to LLC members.

Proper Dissolution

To ensure creditors can no longer pursue claims against your LLC, you must properly dissolve the company. LLC formation and dissolution is determined by state law where the company is located. Generally, you must file a certificate of dissolution with the secretary of state and file final tax returns with the state and IRS. You should also cancel all licenses, permits and other professional registrations to protect your finances and reputation. When winding down the company, set money aside to pay remaining debts and taxes before making distributions to individual members.

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Notice of Dissolution

When dissolving an LLC, most states require members to provide notice of the company's closure to all known creditors and potential claimants. Additionally, the LLC may be required to publish notice in a local newspaper with information about the company's closure, deadline for pursuing claims and an address where final claims for uncollected debts may be sent. In many states, claims against a properly dissolved LLC that has provided the correct notice will be barred after a specified time period, meaning the creditor has no option to collect against the LLC.

Statute of Limitations

A recent Washington Supreme Court decision held that creditors and claimants may bring lawsuits against a dissolved LLC three years after the company closed, as a result of the state's statute of limitations legislation. Even when the LLC was properly dissolved, and notice was provided, the court found that there is no limitation on initiating a lawsuit against a dissolved LLC, so long as the claimant is within the statute of limitations. Although the decision is limited to the state of Washington, LLC creditors in other states will likely use the same argument to pursue dissolved LLCs.

Personal Liability

In most cases, the members of an LLC are not personally liable for the debts of a company. However, if all of the assets of the LLC were distributed and the LLC did not properly dissolve or provide notice of dissolution, a creditor might be able to collect the distributed assets from the individual members. Nonetheless, it is unlikely that a member of an LLC will be held liable for the debt of a company beyond the profits he received.

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How to Dissolve an LLC in North Carolina

References

Related articles

Maryland's LLC Dissolution Law

By properly dissolving your limited liability company, you can ensure that creditors and state agencies are notified and your finances and professional reputation are protected. An LLC is a common business structure that combines the management flexibility of a partnership with the limited liability of a corporation. The operating agreement or articles of organization may provide when and how the LLC may be dissolved and how you should distribute its assets. Maryland law regulates how LLCs are dissolved if not spelled out in the operating agreement.

How to Liquidate an LLC in New Jersey

When closing an LLC, it is essential to follow the dissolution process correctly to avoid liability for taxes and professional licensing fees -- and to protect your professional reputation. In dissolving the limited liability company, or LLC, you will notify New Jersey state departments, pay remaining debts, close accounts, sell assets and distribute any remaining assets to the LLC's members. Throughout the process, the LLC's operating agreement will be the guiding document.

Business Life Cycles of an LLC

All 50 states and the District of Columbia authorize the use of a limited liability company entity structure for businesses. A majority of these jurisdictions have adopted the guiding principles of the Revised Uniform Limited Liability Company Act, or RULLCA, which provides LLCs with a perpetual and indefinite life. Perpetual existence of the LLC entity applies irrespective of the presence of active business operations.

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