How to Dissolve an LLC in Michigan (2022)

When an LLC is properly dissolved, it stops being a legal business entity and you are no longer required to pay fees, taxes, or submit any additional paperwork.  This article discusses how LLC members can dissolve their LLCs in Michigan, as opposed to a limited liability company being involuntarily dissolved by a court order.

How to Dissolve an LLC in Michigan: Step By Step

In the State of Michigan, your LLC is officially recognized. A formal procedure known as dissolution starts the process of formally terminating its status as a state-registered corporate entity.

1. Dissolution of an LLC (1st stage)

A comprehensive procedure will be followed if you want to permanently close an LLC. We will discuss the following in the context of a voluntary closure of the limited liability company.  These steps are;

Organize an LLC’s Members’ Dissolution Meeting

First, a special meeting must be called to get the consent of all partners. They will be given the dissolution project to decide on as a group. To do this, the partners conduct a dissolution vote that results in creating a report of dissolution.   The decision that was made, the members who were present, and the quorum requirements are all mentioned in this report.

The Appointment of the LLC’s Liquidator

The partners will select a liquidator at this meeting as well. The latter can be a partner, the LLC’s manager, or a third party who satisfies the legal requirements (not having been the subject of a conviction or a ban on management). It is not possible to submit a dissolution form for a limited liability company (LLC) that is not presently in a good standing condition. Dissolving an LLC in Michigan involves a lot of time, energy, and paperwork. If you don’t have somebody who can help you out right now, feel free to reach out to GoodBye Startup.   Goodbye Startup is an expert company that assists business owners to dissolve their businesses to prevent any financial and legal complications. With the help of Goodbye Startup, you can create a unique dissolution plan that will serve as your road map as you wind down your LLC in Michigan.   Click here to Schedule a Free Consultation Call With GoodBye Startup. 

  The Administrative Formalities to Dissolve the Michigan LLC 

The publication of a legal notice to inform third parties of the LLC’s dissolution will come next. The registrar must receive a file with the following supporting documentation after this formality is completed:

•       An M2 form that has been completed and signed
•       The liquidator’s declaration of non-conviction
•       The legal announcement’s certificate
•       Payment of court fees; A copy of the dissolution decision report

Specifically: After the dissolution file is registered, the LLC stops operating but remains in existence until the liquidation procedure is put in place, which will settle all the assets and liabilities (its debts).

2. Closing of the Michigan LLC (2nd stage)

The liquidation period starts after the dissolution has been declared. After the LLC is dissolved, the liquidation activities must be completed within three years. These activities are: 1. Carry out liquidation operations 2. Execute liquidation procedures 3. completing open cases; 4. Realize assets and gather debts; 5. Resolve the liabilities by paying off all of the business’s debts.

Establish liquidation (Disposal) accounts

The liquidator must establish the liquidation accounts, which lead to the recognition of a bonus (profit), once he has finished liquidating the assets and paying off the liabilities.

Completing the liquidation process

The liquidator must call the shareholders’ meeting to decide whether to end the liquidation procedures after establishing the liquidation accounts. The liquidator’s appointment must then be terminated by the partners, who must also approve the liquidation accounts.

3. Finishing Up

Your LLC will remain in existence after the vote to dissolve it as long as necessary to complete some last-minute tasks generally referred to as “finishing up” the LLC. You’ll most likely choose one or more Michigan LLC members.

• Paying any unpaid taxes (to get tax clearance certificate); paying, or making provisions to pay, creditors (who may include LLC members) to the extent permitted by law.

 

• Distributing funds to LLC members in response to events that might occur as a result of instance dissolution or a unanimous decision of members.

 

• And distributing any remaining assets to members following the terms of the Michigan LLC operating agreement or based on their respective, unreturned contributions.

 

• You must pay creditors first, including LLC members who are debtors, to the degree allowed by law, before paying any unpaid taxes. Afterward, you should make the necessary distributions to current and former LLC members unless your operating agreement specifies otherwise.

 

• Finally, if you have any assets that are still available, you should divide them between the present and former members according to their respective ownership stakes in the business.

To verify if any clauses supersede or add to the latter rule about member distributions, see your operating agreement.  Finally, take note that the LLC Act of Michigan does not prohibit your LLC from suing or being sued if it dissolves on its own.

Procedures for dissolving the LLC from the list

Requesting the company’s removal from the trade and company register is the final step. A dissolution application file must be filed at the registry along with the following supporting documentation to complete the closure of an LLC:

• A copy of the deed recording the closing of the liquidation operations certified authentic by the liquidator (the deed must be registered in the presence of a liquidation bonus).

 

• A dissolution application file must be filed at the registry.

 

• A certificate of publication of the notice of closure of liquidation in the journal of legal notices.

Following these numerous formalities, the LLC will be considered officially closed: its legal personality will no longer exist. The dissolution and liquidation procedures seem very cumbersome, even in the case of a desired cessation of activity.

Tax Clearance

Within 60 days of submitting your certificate of dissolution, you must send a tax clearance request to the Michigan Department of Treasury (“DOT”). The DOT’s website has a form for the request. It appears that there is no particular punishment for neglecting to file the tax clearance request, nevertheless. On the Michigan Department of Treasury (DOT) and LARA websites, you can discover more details such as forms, mailing addresses, and filing fees.

 What are the various justifications for terminating an LLC?

We identify three primary causes of dissolution among the factors that lead to a limited liability company’s operations ceasing: 1. Early voluntary dissolution. 2. The cancellation required by the laws. 3. Court-ordered early dissolution. Here we have discussed some reasons that may force you to dissolve your Michigan Limited Liability Company.

Early voluntary dissolution

“Amicable” early dissolution of the LLC. The partners who unanimously believe that the LLC should stop conducting business can simply express their desire for this. When a corporation is in a good financial position and has enough assets to pay off its debts, it may choose to liquidate itself. The LLC can be closed lawfully and without any hassles by adhering to the dissolution and liquidation procedure.

Court-ordered early dissolution

When the LLC is in a situation of stoppage of payment or is experiencing severe financial problems and no longer has adequate funds to cover its expenses, this forced decision is made. The Commercial Court will then establish a file and decide on the company’s dissolution and liquidation.