How to Dissolve an LLC in North Carolina

by Terry Masters
All members of a North Carolina LLC must consent to dissolution in writing.

All members of a North Carolina LLC must consent to dissolution in writing.

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The dissolution provisions of the North Carolina Limited Liability Company Act outline the procedures a limited liability company, or LLC, must follow to correctly close down the company and ensure all current and future obligations are met. Voluntary dissolution requires all members to consent in writing and the filing of articles of dissolution with the Department of State. The law also includes special creditor notification provisions to ensure that members of a LLC are not held personally liable for company debts that may arise after dissolution.

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Step 1

Call a meeting of the members. Adopt a resolution to dissolve the LLC. North Carolina law requires all members to consent to the dissolution in writing.

Step 2

Appoint a manager to wind down company affairs. The manager generally pays all outstanding obligations and debts and makes provisions for any outstanding lawsuits or claims that the company knows will be made in the future. Leftover assets normally go first to cash out each member's capital account and any remaining to members in proportion to each member's ownership interest.

Step 3

Go to the North Carolina Department of State website and file articles of dissolution with the state. Download the articles of dissolution template (see Resources). The articles require the name of the LLC, the date the articles of organization were filed, an note that the dissolution is happening pursuant to the written consent of all members, and the effective date. The document should be filed by mail; the fee is $30 as of 2010.

Step 4

Send written notification of dissolution to known creditors of the LLC. The notification must describe information that must be included in a claim of money owed, provide a mailing address where claims may be sent, state a deadline that is at least 120 days from the date of the written notice and state that the claim will be barred if not received by the deadline. North Carolina law bars creditors from making claims against the dissolved LLC if they don't respond by the deadline.

Step 5

Publish a notice of dissolution in a newspaper of general circulation and request that persons with claims against the LLC present them in accordance with the notice. The notice must be published one time in the county where the dissolved LLC's principal office was located. It usually must describe the information that must be included in a claim, provide a mailing address where the claim may be sent and state that a claim against the LLC will be barred unless a proceeding to enforce the claim is brought within five years after the publication of the notice.