Can you sue a dissolved llc

Most importantly, completing the formal dissolution process provides protection against lawsuits down the line. But does it remove the risk entirely? As a result, each state has its own laws regarding dissolutions, so even though the process is quite similar in most states, there could still be some unique wrinkles in the dissolution process. One thing that is often misunderstood about the dissolution process is that dissolving an LLC is not the end of its existence.

After you move to dissolve your company, your LLC will go through the winding up process, in which your business ceases to operate and begins settling its affairs.

Generally, you may not sue an LLC once it's canceled. The name and process for canceling an LLC's existence varies from state to state and it depends on whether the LLC was dissolved voluntarily or involuntarily. In Washington state, for example, a voluntarily dissolved company ceases to exist after it winds up and files a certificate of cancellation. An involuntarily dissolved LLC, on the other hand, ceases to exist after a statutorily prescribed number of years have passed.

If you've been wronged and the LLC that wronged you no longer exists, it may be possible to recover from individual members of the LLC. LLCs generally protect their members from personal liability.

The first step to dissolving your company is for your members to officially agree to close the business. Vote to dissolve the business following the procedures set out in your organizational documents articles of incorporation, articles of organization, or LLC operating agreement.

If these documents are silent on the dissolution process, your state's business statutes. The vote to dissolve the entity should be recorded in a resolution in the minutes of a meeting or with a written consent form and put it in your LLC records book.

Next, visit your state's secretary of state or corporations division website to find the dissolution form. It will be called a certificate of dissolution, certificate of cancellation, articles of dissolution, or something similar. Typically, the form merely asks for information that identifies you and your company, but some states also ask whether the owners have paid all debts and liabilities and whether the remaining assets, if any, were distributed. Most states charge a small fee for filing the form—check the form instructions for the amount.

When you send in your dissolution form to the state, include a cover letter with your business name and LLC number as well as your name, return address, and telephone number.

If there is a fee, be sure to include it. If you are mailing in the form instead of submitting it electronically , send the form by certified mail, with return receipt requested.

The state should send you back a certificate of dissolution or similar document, which you should file in your LLC records book. If you have questions on the paperwork, most states provide very clear rules for dissolution on their websites. If your LLC has qualified registered to do business in other states , you'll also need to file a form to withdraw your right to transact business in that state.

At this point, any legal claims made against the company will fall to the owners. Depending on the circumstances, you can be sued after the business is closed. In Pennsylvania, the statute of limitations for filing claims against a company can vary, but in most cases, it ends after a maximum of four years.

Be sure to check with your state and retain all your business records for at least that amount of time. Generally speaking, you can face litigation after your business has closed for:. Schedule a consultation for guidance through the closing process and for help responding to business lawsuits.

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