Legal Question in Business Law in Connecticut

dissolving an LLc

was a dba for 23 years, changed name and became LLc 2 years ago, kept same tax and federal numbers what are my financial obligations I need to close my 1 ownwr LLC AND OWE SOME MONEY..


Asked on 12/22/06, 3:07 pm

2 Answers from Attorneys

Andrew Magwood Andrew A. Magwood Attorney at Law

Re: dissolving an LLc

If the obligations belong only to the LLC you may not have to pay it. However, if you signed for the debt, you could be on the hook. It would be difficult to give a better answer without knowing more.

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Answered on 12/22/06, 3:30 pm
Diana Bartolotta B-Law LLC

Re: dissolving an LLc

Hello. Generally speaking, you can dissolve your LLC by filing a termination form with the CT Secretary of State's office and with any other state where you filed a registration as a foreign entity.

As far as the debts, to help you figure out your obligations, I would need to sit down with you and go over your financials for the company.

Since you are the sole owner of the LLC, it is a simpler process than if you had a multi-owner LLC. If your company is going out of business because your debt obligations are too high, you could consider filing a business bankruptcy. If you have the money to pay the debts, you would simply pay them in full and close your doors.

You will also probably need to notify the IRS that your taxpayer number should be closed, and the CT Dept of Revenue as well.

Keep in mind that any debt that you personally guaranteed, which is common in sole-member LLCS, would still be due, unless you filed personal bankruptcy as well. Any debt incurred as a sole proprietor ("d/b/a", as you put it) would still be due from you, because in the eyes of the law, a sole proprietor is the same as an individual; but any debt taken under the LLC would be handled differently.

Lastly, keep in mind that creditors deal with businesses closing all the time. The best place to start would be to notify your creditors in writing that you have gone out of business and are trying to settle your debts. As for a statement of all amounts due. It sounds like you owe more than you can pay. If this is the case, call each creditor and explain this and that you are considering filing for bankruptcy and offer to settle for a smaller amount. Many creditors will be willing to take a smaller amount, rather than have to go through the process of bankruptcy.

If you would like to talk more about this, please contact my office for a free initial consultation.

Hope that helps!

Diana

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Answered on 12/26/06, 11:34 am


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