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How to Dissolve an LLP

Updated November 21, 2016

Limited Liability Partnerships allow you to join forces with business partners. LLPs provide each partner an equal say in how the business is handled and conducted. LLPs also reduce liabilities each partner has to his own person. In other words, an LLP signatory is not responsible for his partner's liability. Dissolving an LLP is a straightforward process that begins with the Secretary of State. Be sure you have all of your LLP documentation -- Articles of Incorporation and tax information, for instance -- together before contacting the secretary of state to expedite the process.

Reach out to your state's version of the Department of Assessment and Taxation (DAT) -- before filing for dissolution -- if you have outstanding tax payments. In California, for example, the equivalent to the "DAT" is known as the Franchise Tax Board. Explain your desire to dissolve an LLP to a "DAT" administrator and ask for any appropriate tax forms that must be filed.

Contact your department of state (DOS). Request an Articles of Dissolution Application and/or a Certificate of Cancellation if you are the only LLP partner seeking to dissolve. Ask a "DOS" administrator for a specialised LLP dissolution form if all partners intend to dissolve. The certificates of dissolution and cancellation are also required for ending a Limited Liability Corporation (LLC).

Fill out all forms in full. Enter your secretary of state filing number and the official name of your LLP as it is stated on your Articles of Incorporation. Return completed forms to the your "DAT" or "DOS" -- as directed per form and administrator instructions. Include any filing fees necessary for processing LLP dissolution forms. Consult form instructions and information for fee amounts.

Things You'll Need

  • Articles of incorporation information
  • Tax ID information
  • Secretary of state filing number
  • Certificate of dissolution
  • Certificate of cancellation
  • Application for certificate of revivor
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About the Author

Jeffery Keilholtz began writing in 2002. He has worked professionally in the humanities and social sciences and is an expert in dramatic arts and professional politics. Keilholtz is published in publications such as Raw Story and Z-Magazine, and also pens political commentary under a pseudonym, Maryann Mann. He holds a dual Associate of Arts in psychology and sociology from Frederick Community College.