To revive a North Carolina LLC, you’ll need to file the Application for Reinstatement Following Administrative Dissolution of Limited Liability Company (Form L-08) with the North Carolina Secretary of State. You’ll also have to fix the issues that led to your North Carolina LLC’s dissolution. Below, we provide a free, step-by-step guide to reinstating your North Carolina LLC.
The North Carolina Secretary of State has the power to administratively dissolve an LLC if it fails to do any of the following for 60 days:
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To get back into business again, you can apply for reinstatement. To revive or reinstate your North Carolina LLC, you’ll need to submit the following to the North Carolina Secretary of State:
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To file the North Carolina Application for Reinstatement, you’ll need to provide your LLC’s name, date of administrative dissolution, and the reason the SOS dissolved your North Carolina LLC.
If you believe there was no reason for administrative dissolution, you’ll need to briefly explain why. Otherwise, you’ll need to include a brief explanation of how you fixed the problem that led to dissolution.
The form must be signed and dated by a manager or another person authorized to do business on behalf of your North Carolina LLC.
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You can submit the North Carolina Application for Reinstatement online, by mail, or in person. If you’re filing a paper copy, the SOS recommends including a completed cover sheet. Payment options depend on filing method.
The filing fee for an Application for Reinstatement is $100. You’ll also have to pay the $200 filing fee for any missed annual reports. Expedited service is available for an additional $100-$200.
If another company has adopted your North Carolina LLC’s name, you’ll need change your name by filing a North Carolina LLC amendment with your reinstatement application.
Nc Dissolve: Fill Out & Sign Online
A multiple status designation means that your North Carolina LLC has been both administratively dissolved by the SOS and suspended by the Department of Revenue or a licensing board. You’ll need to contact the Department of Revenue or the responsible licensing board to correct the issue that led to suspension.
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The dissolution of a corporation package contains all forms to dissolve a corporation in North Carolina, step by step instructions, addresses, transmittal letters, and other information.
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Avoid costly attorneys and find the North Carolina Dissolution Package to Dissolve Corporation you want at a reasonable price on the US Legal Forms site. Use our simple groups functionality to find and download legal and tax files. Read their descriptions and preview them well before downloading. Additionally, US Legal Forms provides customers with step-by-step instructions on how to download and complete every single template.
US Legal Forms subscribers basically have to log in and get the specific form they need to their My Forms tab. Those, who haven’t got a subscription yet need to follow the tips below:
Right after downloading, you may complete the North Carolina Dissolution Package to Dissolve Corporation by hand or by using an editing software. Print it out and reuse the template multiple times. Do more for less with US Legal Forms!
How To Dissolve An S Corporation In North Carolina
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After dissolution, you cannot use the funds remaining in your business bank account for new business. LLC members no longer have the authority to conduct business or do anything that would indicate that the LLC is still active. Your bank account can cover only essential winding up affairs.
Hold a Board of Directors meeting and record a resolution to Dissolve the North Carolina Corporation. Hold a Shareholder meeting to approve Dissolution of the North Carolina Corporation. File all required Annual Reports with the North Carolina Secretary of State. Clear up any business debts.
North Carolina Dissolution Package To Dissolve Corporation
If you want to close a North Carolina business, you do so by voluntarily filing Articles of Dissolution for the entity type (Business Corporation, Nonprofit Corporation, Limited Liability Company (LLC)).
North Carolina requires business owners to submit their Articles of Dissolution by mail or online. Online filers must select Submit a Filing to an Existing Entity search for their business, and then select Upload a PDF Filing.
Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.
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After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the company's non-cash assets.Assets used as security for loans must be given to the bank or creditor that extended the loan, or you must pay off the loan before selling such assets.
If the company has ceased trading and is closed owing money and your debt is with that company then your liability ends with that company.
When a corporation is dissolved, it no longer legally exists and, in most cases, its debts disappear as well. State laws usually give additional time beyond the dissolution for creditors to file suits for failure to pay any corporate debts or for the wrongful distribution of corporate assets.
How To Dissolve A Corporation In Nc?
In legal terms, when a company is dissolved, it ceases to exist. It cannot still be trading - although a person may trade (misleadingly) using its name.
To change the state, select it from the list below and press Change state. Changing the state redirects you to another page.
There are two ways to voluntarily dissolve a business corporation in the State of North Carolina: 1) by the directors or, if the corporation has no directors, by a majority of the incorporators if the corporation has not issued any shares, or 2) by board of directors and shareholders.
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If the corporation has not issued shares, the directors or, if the corporation has no directors, a majority of the incorporators may dissolve the corporation by filing articles of dissolution with the Secretary of State.
If the corporation has issued shares, then the corporation may be dissolved if the board of directors recommends dissolution to the shareholders and the shareholders approve the recommendation of dissolution. If the Board determines that special circumstances exist, or that there is some conflict with the board making a recommendation of dissolution, then the board may make no recommendation to the shareholders and advise the shareholders of why it is failing to make a recommendation. The board of directors may condition the submission of its proposal for dissolution on any basis.
The shareholders entitled to vote on whether or not the corporation should be dissolved must approve the board's recommendation. Prior to a vote on any recommendation of the board, all shareholders must be notified of the proposed shareholders meeting to address the issue of dissolution. Unless the certificate of incorporation or the board of directors requires a greater vote, the proposal to dissolve must be approved by a majority of all the votes entitled to be cast on that proposal. If the board's recommendation is approved by the shareholders, then articles of dissolution are filed with the Secretary of Sate.
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However, as important as following the correct procedures for dissolving the corporation are the actions which must be taken by the dissolved corporation after dissolution to accomplish the winding up of the corporation's affairs.
A dissolved corporation continues its corporate existence, but it but may not carry on any business except that appropriate to wind up and liquidate its business and affairs. As part of the winding up, the corporation may collect its assets, dispose of property that will not be distributed to shareholders, satisfy or make provision to satisfy its liabilities, and distribute any assets remaining after creditors have been satisfied to its shareholders. Generally speaking, the dissolved corporation can do anything necessary to wind up and liquidate its business affairs.
Dissolution of a corporation does not transfer title to the corporation's property, does not prevent the transfer of corporate shares, does not subject the directors and officers to a different standard of care than before the dissolution, does not change any voting requirements, does not prevent transfer of the corporation's stock, does not stop any one from suing the corporation, does not stop any pending legal action, does not terminate the authority or obligations of the corporation's registered agent, and does not automatically render the shareholders liable for the debts of the corporation.
How To Start An Llc In Nc: A 7 Step Guide
The corporation must notify its known claimants in writing of the dissolution after the effective date of dissolution. This written notice must describe the information that must be included in a claim, must provide a mailing address where a claim may be sent, must state the deadline by which the corporation must receive the claim, and must state that the claim will be barred if not received by the deadline,
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