Dissolving a Delaware LLC
A Practice Note that explains the two-step process of winding up and dissolution for terminating a Delaware limited liability company (LLC) under the Delaware Limited Liability Company Act (LLC Act). This Note details the events that can trigger a voluntary dissolution, such as by member vote or as specified in the LLC agreement. It also addresses the circumstances under which the LLC members can revoke a dissolution before a certificate of cancellation is filed. This Note outlines the winding up phase, including the procedural requirements for distributing assets to creditors and members and the importance of making reasonable provisions for discharging all known and unknown liabilities. It also discusses more complex scenarios, including the process for judicial and equitable dissolution, the statutory and equitable appointment of trustees or receivers, and the effect of an assignment of interest by the sole-member of an LLC.
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