We Sold a Property; How and When Should We Dissolve Our Entities (LLCs)?

Generally, the Manager should dissolve all entities once the property is sold and all affairs wound up. You’ll need to review each of your operating agreements to see if a vote of the members is required before you do so. If it is, you’ll have to hold a meeting, take a vote, and record the vote in a company resolution before initiating the filings with the secretary of state in the state where each entity was originally formed.

Don’t file anything with the state until final distributions are made to all of the company’s members. If you anticipated any outstanding bills, hold some money in reserve for a few months until everything is settled so you don’t have to claw back distributions from investors to pay for something. 

It always behooves you to complete the windup and do the filing before the end of the year, if possible, so you don’t have to pay LLC filing fees and registered agent fees, or file income tax returns for the following year. Some states are running a couple of weeks behind on filings so it may be good to file by mid-December to ensure the company gets dissolved before the end of the year.  

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