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The Guide of drawing up Articles Of Termination Of Limited Liability Company Online
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PDF Editor FAQ
How do I convert a Delaware LLC to a California LLC? Is there a way to convert the entity rather than terminating it in Delaware and opening a new LLC in California?
To convert a Delaware limited liability company to a California LLC, the essential steps are:1. Prepare a plan of conversion (describes the converting and converted entity and jurisdiction; how membership interests will be converted; and any other terms and conditions).2. Prepare and file with the DE Secretary of State a Certificate of Conversion form a DE LLC to a Non-DE Entity (Page on delaware.gov).3. Prepare and file with the CA Secretary of State LLC Articles of Organization - Conversion, Form LLC-1A (Page on ca.gov).
How can a startup founder simply fire another founder by "termination with immediate effect"? Can it be legal in any way?
If the Founders are presumably directors of company, this is how it would happen in the UK:When you incorporate a Limited liability company (LTD), the 'laws' of your company are set out in your 'articles and memorandum of association'. In these documents, you can set out the rights and obligations of directors of the company.If the directors included a clause in there which enabled them to terminate each other with immediate effect, then it is legal for them to do so. Clauses like that are unusual however. It is possible however that such a clause is included but generally there will have to be a mistake on the part of the director being terminated. Generally this will be a big mistake, such as acting maliciously, fraudulently, against the interest of the company etc.Basically - if you create a company you can also create the laws of that company - make sure they are well thought through!I hope this helps - any other questions please don't hesitate to email [email protected]
How do I dissolve our LLC?
In California, if you wish to dissolve your LLC, you need to file Form LLC-3 Certificate of Dissolution of a Limited Liability Company and send this form the California Secretary of State.On the form, you need to provide the LLC’s name and LLC file number (which is on the Articles of Organization). Then you need to provide a reason for the dissolution of the LLC and sign and date. Then mail to Secretary of State, Business Entities, P.O. Box 944228, Sacramento, CA 94244-2280.Once you have done that, you need to file the final current year tax return (IRS Form 1065 if your LLC is classified as a partnership for tax purposes or IRS Form 1120 if your LLC is classified as a corporation for tax purposes). On the form, you need to check of “Final Return” box on the first page of the return, and write “final” across the top.If you have any other questions, you may read “Guide to Dissolve, Surrender, or Cancel, or Cancel a California Business Entity.”If you have any other questions, feel free to contact me [email protected] and I will be happy to assist you.
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