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MShore Law
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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I have a number of delaware LLC and the only liability is Franchise

Customer Question

I have a number of delaware LLC and the only liability is Franchise Tax fees. The LLC' never conducted any business so it is the basic rate. Can I just let these disolve or do I need to shut them down
Submitted: 4 years ago.
Category: Business Law
Expert:  MShore Law replied 4 years ago.
Thank you for the post, I am happy to assist you by answering your questions. Do your LLC operating agreements that the LLCs shall exist into perpetuity?
Customer: replied 4 years ago.

It appears to me it does or it terminates on the withdrawl of the last remaining member

Customer: replied 4 years ago.

Section VIII
Dissolution and Termination
8.1. Dissolution. The Company will be dissolved upon the occurrence of any of the
following events:
8.1.1. Upon the vote of a Majority-in-Interest of the Members;


8.1.2. Upon the entry of a decree of dissolution under Section 18-802 of the Act;
8.1.3. Upon the sale or other disposition of all or substantially all of the
Company's assets and receipt by the Company of the proceeds therefrom; or
8.1.4. Upon the occurrence of an Event of Withdrawal of the last remaining
Member unless within 90 days all assignees of Interests in the Company consent in writing to
admit at least one Member pursuant to Section 18-801 of the Act to continue the business of the
8.2. Distributions and Other Matters. The Company shall not terminate until its
affairs have been wound up and its assets distributed as provided herein.

Customer: replied 4 years ago.

I believe I responded is there any more information you can provide

Expert:  MShore Law replied 4 years ago.
Thank you for the additional information Patrick, as the majority -in-interest Member you can dissolve the LLC, but because the LLC does not expire you will have to file notice of Cancellation with the State of DE. For your reference, here is the law:

Do any of the LLC's have any outstanding liabilities?
Customer: replied 4 years ago.

nothing other than franchise tax fee

Will the LLC's eventually just be cancelled


Expert:  MShore Law replied 4 years ago.
No, you have to dissolve them by notifiying the State that you no longer wish to conduct business through the LLCs, each LLC would have to file for Cancellation with DE alerting the State to the fact that the LLC no longer exists.