Not every limited liability company (LLC) lasts forever. In fact, many LLCs in Oklahoma are only intended to operate for a designated time period. Whatever your reasoning for closing up shop, the state of Oklahoma has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the Oklahoma LLC dissolution process? Are there different processes for businesses based in Oklahoma and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve an Oklahoma LLC?
When closing a business registered as an LLC in the state of Oklahoma, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your Oklahoma LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the Oklahoma LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic Oklahoma LLCs
Is your LLC based in Oklahoma, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Articles of Dissolution, which you can fill out online or using a paper form. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, the date your LLC was originally formed, the reason for dissolving your LLC, the effective date of your dissolution, the signature and printed name of a manager of the LLC, any other information you deem to be relevant, and the date.
After you fill out this form, you can submit it and your $50 filing fee to the Secretary of State online, via mail, fax, or in person. The typical turnaround time for this filing is five business days, but if you choose to hand-deliver your documents, you have the option to pay an additional $25 to receive same-day service.
But what does this process look like for a business that was formed outside the state and then expanded to Oklahoma?
Dissolution for Foreign LLCs in Oklahoma
If you operate a foreign LLC in the state of Oklahoma, the dissolution process looks somewhat different than it does for domestic entities. In fact, it’s actually technically called a withdrawal rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Application for Withdrawal document, which you can fill out on a paper form or online. Much of the information for this form is the same as the info provided for the Articles of Dissolution, but there are some differences for the foreign version.
This form requires your LLC’s official business name, the name the company uses to transact business in Oklahoma (if different), the jurisdiction where the LLC was originally formed, contact information for potential future service of process deliveries, the signature and printed name of the LLC’s manager, and the date.
After you fill out this form, you can submit it and your $100 filing fee to the Secretary of State online, via mail, fax, or in person. The typical turnaround time for this filing is five business days, but if you choose to hand-deliver your documents, you have the option to pay an additional $25 to receive same-day service.
Involuntary Dissolutions in Oklahoma
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, Oklahoma could involuntarily dissolve your LLC if the LLC has no members at any time, if it is not reasonably practicable to continue operating the LLC as outlined in the operating agreement or Articles of Organization, or if you fail to file an annual report for a period of at least three years.
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. However, the penalties in this state aren’t particularly harsh compared to many other states. A dissolved LLC only needs to file an Application for Reinstatement, which has no fee, and you will also be responsible for any past-due document filings or fees.
Still, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or withdrawing your LLC in Oklahoma is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in Oklahoma? Take a look at the following resources: