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How to Dissolve a LLC Properly

Last week, I wrote a blog article entitled How to Properly Dissolve a For-Profit Corporation (in New Mexico), which detailed how to dissolve an S-Corp or C-Corp, which is different from a limited liability company, or LLC.

In many ways, the process to dissolve a LLC is very similar to what I described in the previous blog article. What’s different, are the particulars required to actually get the New Mexico Secretary of State (NM SOS) to agree to the dissolution.

Therefore, the steps for dissolving a LLC is the same as what is outlined in the previous blog article, except the following:

  • Substitute the word “Operating Agreement” where ever you see “ByLaws”, and
  • Step 2 and Step 3 are different.

Read the previous article, then substitute the following Step 2 and Step 3 for dissolving a limited liability company.

STEP 2: File initial documents and cease operations

  1. Download, read and follow the Articles of Dissolution from the LLC Portal Page at the NM SOS.
  2. Cease business activities, except to take the proper steps to liquidate its affairs and distribute its assets, as per your Operating Agreement.
  3. Properly fill out and send IRS Form 966, Corporate Dissolution or Liquidation, within 30 days.

That’s it for Step 2, which is considerably easier for a limited liability company, than it is for a C-Corp or S-Corp.

Step 3: Submit Articles of Dissolution to the NM SOS

Now, fill out the Articles of Dissolution, as indicated in the Dissolution template you downloaded from the NM SOS.

  1. Make copies of everything, and send the following to the NM SOS:
    • Articles of Dissolution, with a duplicate copy; and
    • $25 filing fee, paid by check in the name of “NM SOS”.

That’s it for Step 3. It’s easier and cheaper to dissolve a LLC in New Mexico!

Now, go back to the previous article to complete the remaining steps

You still need to consider the tax issues, liability issues and other requirements to fully and properly dissolve your LLC. Also, note that the assumptions in the previous article are the same here. This assumes no debt, no liabilities, etc. Finally, you should consult with a competent business attorney or business lawyer in your jurisdiction for guidance on all the steps and procedures necessary to properly dissolve your LLC.

Updated June 9, 2015 to reflect changes.

Law 4 Small Business (L4SB). A little law now can save a lot later. Albuquerque business lawyers and Chicago business lawyers helping small businesses owners and entrepreneurs with business formations, dissolutions, mergers and acquisitions, and transactions; of their limited liability companies (LLC’s), C-Corps, S-Corps and Partnerships. A Slingshot company.

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