Closing an LLC after bankruptcy: What you need to know

If you filed for bankruptcy protection because your limited liability company couldn’t pay all its debts, the end of the bankruptcy proceeding will no doubt bring a sense of relief.

But while a bankruptcy liquidates your LLCs assets and resolves its debts, it does not end your LLC’s existence.

Even though it’s not doing business anymore, the LLC is still a legal entity until you take steps to formally dissolve it.

How does bankruptcy work?

In a Chapter 7 business bankruptcy, the LLCs assets are sold and used to pay the LLC’s creditors. After the bankruptcy, the LLC’s remaining debts are wiped out and the LLC is no longer in business. The LLCs owners are generally not responsible for the LLCs debts.

Sometimes, however, an LLC owner signed a personal guarantee that makes the owner personally responsible for a business debt. Banks, landlords and other creditors commonly require personal guarantees when a business is new and has few assets. LLC owners who have signed personal guarantees may have to file personal bankruptcy to relieve them of responsibility for these business debts.

Sometimes a business bankruptcy is the best way to resolve an LLC’s financial troubles. If the LLC does not have any assets but the owner has signed a personal guarantee, a personal bankruptcy may be best. Sometimes it’s necessary to file both.

Why formally dissolve an LLC after bankruptcy?

In the eyes of the state where an LLC was formed, the LLC continues to exist until it has been dissolved. That means that, depending on the state, the LLC may be expected to file annual reports, pay fees and pay minimum taxes.

Dissolving an LLC allows it to avoid these requirements, fees, fines and taxes. It also places any remaining creditors on notice that the LLC can no longer incur business debts.

Disposing of business assets after a personal bankruptcy

If you filed a personal bankruptcy because you personally guaranteed business debts, but you did not also file a business bankruptcy, you will need to dispose of any remaining business assets before formally closing an LLC after bankruptcy. Tangible assets such as equipment and fixtures can be sold and the proceeds used to pay outstanding taxes and other debts.

How to dissolve an LLC

Each state has its own rules and procedures for dissolving an LLC in that state. In general, however, you must complete the following steps:

• The LLC’s members must approve the dissolution. The LLC’s operating agreement or other organizing document may specify a procedure for meeting and voting on a plan of dissolution. If not, you should follow the procedure outlined in the laws of the state where the LLC was formed. The members’ approval should be documented in a resolution and kept with the LLC’s records.

• Dissolution documents must be filed with the state in which the LLC was formed. Each state has its own forms and procedures for dissolution. Dissolution documents are filed with the Secretary of State or other state agency that maintains business records.

•  State taxing authorities provide a certification stating it is current on all its taxes. This is not required in all states, but even if isn't, you should be sure your LLC has paid all its state taxes.

• Remaining creditors not included in the bankruptcy should be notified of the dissolution. This is a requirement in some states.

• Dissolution or cancellation documents should be filed in every state where the LLC is registered to do business.

Additional dissolution steps to take

• LLC owners should notify the Internal Revenue Service that the business has been closed and ask the IRS to close the LLCs Employer Identification Number (EIN) account. The IRS has a guide to other tax-related steps you should take if you are closing a business.

• If you designated someone outside the company as registered agent, you should notify the agent of the LLC bankruptcy and dissolution. You should also notify agents in any other states where the LLC is registered to do business.

• If your LLC holds any business licenses, notify the licensing authorities and find out how to cancel or surrender the license.

Closing an LLC after bankruptcy is a difficult decision, but there are resources to help business owners make the transition as smooth as possible. Once the process of filing business bankruptcy is complete, business owners are relieved from debt and given an opportunity for a fresh start.