Q: What if there is no agreement?
A: If the company does not have an operating agreement, dissolution can be done following the provisions of the Oklahoma Limited Liability Company Act. To greatly simplify the matter, the act allows companies, even in the absence of operating agreements, to dissolve with the written consent of all owners. Courts also can order that limited liability companies by dissolved. In either event, a written document is required.
Q: Anything they need to file to make it legal?
A: You also must file Articles of Dissolution with the Oklahoma Secretary of State. The document is available on the secretary's website. It must be signed by a manager and requires a $50 filing fee.
But dissolving the company is, actually, just the beginning. You also must wind up the company's affairs. You must pay all creditors and distribute the remaining assets to the company owners in the proper way. The operating agreement probably provides some guidance, but without an operating agreement, the process is governed by the act. Quality written accountings, distribution agreements and receipts are paramount. Before you close up shop, be sure everyone knows and accepts the plan to avoid future disputes. And put it in a writing signed by all owners.
PAULA BURKES, Business Writer