How to Dissolve an LLC in Oklahoma

Dissolving a Limited Liability Company (LLC) in Oklahoma is not just about changing the name, some certain rules and procedures need to be adhered to to dissolve the company successfully.

If your LLC has served its purpose, suffered bankruptcy, or wants to go in a new direction, in this article, we will help you with the steps that you need to take to dissolve an LLC in Oklahoma.

1. Evaluating the LLC Operating Agreement

The first step is to examine the Oklahoma LLC Operating Agreement. In the great majority of cases, operating agreements stipulate the methods of the close-out, for example:

• Consent of the participants.
• Asset allocation.
• Documents to submit.

In the absence of an operating agreement, do what is provided by default rules in the legislation of Oklahoma. A company agreement may restrict the quantity of voting for any leasing of the property.

2. Vote to Dissolve the LLC

Make sure to get the consent of all the LLC members to go ahead with the wind-up of the business. For example, when wanting to wind the LLC, the steps may involve calling a certain meeting of members and voting on the same.

Cite this in meeting minutes or this decision in the form of a written resolution, because it is required in the course of the winding up. If there are certain modes of voting provided for in the operating agreement, respect the same.

3. Settle Outstanding Obligations

All the existing debts and obligations of the LLC must be paid off before one can file the paperwork for the winding up of the LLC:

Pay off debts: Clear any outstanding debts or liabilities, including loans, vendor payments, and service fees.

Notify creditors: Notify the creditors of the LLC’s wind-up and provide them with a deadline for making any claims against the company. It is always better to issue formal letters under the company’s letterhead to avoid any misunderstandings.

Settle lawsuits: In cases where the LLC is a party to any pending cases, such pending court cases must also be dealt with in advance.

Dispose of non-retained assets: After all the debts are cleared, all the other assets can be shared amongst the members of the company according to the operating agreement or provisions of law in Oklahoma. This usually involves selling off all the properties of the LLC and sharing the money received from the sale.

4. File Articles Of Dissolution

To achieve LLC dissolution in Oklahoma, you are required to file the Articles of Dissolution with the Oklahoma Secretary of State. This is how you can do it:

Obtain the form: Fill up the Articles of Dissolution form which can be obtained from the Oklahoma Secretary of State’s website services.

Complete the form: Provide the following information:

• The official name of the LLC as registered with the state
• The dissolution date or the date on which the dissolution will take effect
• Show evidence to the effect that all debts, liabilities, and obligations of the LLC have been paid satisfied, or provided for.
• The signature of a member or manager of the company who has been authorized to do so

Submit the form: The filing can be made through emailing, posting, or attending physically. Use the filing fee which is presently $100 (would change so confirm with the Secretary of State)

Mailing Address:

Oklahoma Secretary Of State

421 N.W. 13th Street Suite 210

Oklahoma City OK 73103

The completion of the Articles of Dissolution is an important stage in LLC dissolution in Oklahoma because it marks the final stage of notifying the state that your business entity is no longer in business.

5. Cancel Business Licenses and Permits

This includes licenses from the federal, state, or local governments such as::

• Business operating licenses.
• Professional licenses.
• Sales tax permits.

Remember that some licenses may need to be recalled to prevent additional charges or problems in the future.

6. Close Tax Accounts

Inform the Oklahoma Tax Commission about the closure of your LLC. Settle any state taxes owed such as:

• Sales tax,
• Income tax,
• Employment tax (if applicable).

In some cases, it may be necessary to file a final return for state taxes and remit all taxes owed. If need be, apply for a tax clearance certificate as proof that your LLC has no unpaid taxes. A tax clearance certificate acts as evidence that a business has already paid all its required tax duties.

7. File Final Federal Tax Returns

Submit the last federal tax return of your LLC to the IRS. There is a box in that form that will indicate if it is a last return or not, simply check it to make sure it is clear.

• If your LLC is taxed as a partnership, file Form 1065.
• If your LLC is taxed as a corporation, file Form 1120.

Furthermore, if the LLC is treated as a partnership for tax purposes, then provide all the members with final K-1 forms since these show each member’s share of the LLC’s income, losses, and credits for that particular year.

8. Notify Stakeholders

Notify all the stakeholders that are involved in the business about the LLC’s termination, specifying:

Employees: Prepare a termination notice and ensure that final wages and any unpaid dues are settled.

Clients and customers: Let clients know about the closure of the business and service any existing orders or commitments.

Vendors and suppliers: Pay all the outstanding bills and end contracts where appropriate.

This stage is very important for bolstering your image as well as facilitating an easy exit from the business.

9. Maintain Records

Retain copies of any documents that are associated with the dissolution, such as:

• Articles of Dissolution.
• Tax clearance certificates.
• Minutes of the final meeting.
• Financial reports and asset allocation documents.

Oklahoma law compels companies to keep particular records for a given duration of time to prevent any future information requests. Proper record keeping also helps in case there are disputes after the dissolution and provides some sense of security.

How EasyFiling Can Help

LLC dissolution is a tough nut to crack for business owners. With EasyFiling by your side, you can rest assured, since the LLC dissolution process will no longer be a problem and our experts will facilitate LLC dissolution with ease. We offer the following assistance:

Drafting and submission of the Articles of Dissolution: We draft and submit the articles to the Secretary of State of Oklahoma together with the taxes which can be burdensome for some.

Closing of Tax Accounts: EasyFiling assists with the closure of tax accounts and issuance of the tax clearance certificate from the Oklahoma Tax Commission to indicate that there are no tax obligations left.

Notification: We provide templates and procedures for notifying creditors, employees, clients, and vendors of the dissolution of your LLC.

Real-Time Support: EasyFiling offers real-time support to real-time questions that may arise in the course of the LLC dissolution

Engaging EasyFiling gives you time to engage in other ventures during and after the dissolution process as we carry out all the overseeing of legal and administration work. Book a free consultation today to dissolve an LLC in Oklahoma.

FAQs

What is the procedure and timelines for Dissolving a LLC in Oklahoma?

Dissolving an LLC involves obligations that the organization needs to settle, the articles of dissolution need to be filed and tax clearance has to be obtained. The timeline is based on how quick you are at completing these activities. On average this activity could take a couple of weeks if done in a steady flow to some months.

What fees does one need to pay to dissolve an LLC in Oklahoma?

The only official fee needed in this scenario is the filing fee totaling $100. Along with that hiring a professional may incur additional costs.

Is a tax clearance certificate required to dissolve an LLC in Oklahoma?

It is not always compulsory to get a tax clearance certificate; however, it can help ensure that your LLC doesn’t owe any state taxes and can expedite the process of dissolution.

Can the Oklahoma Secretary of State dissolve an LLC online?

To ease the load from users, the Oklahoma Secretary of State has provided the convenience of filing articles of dissolution online at their official website.

Is it possible to ignore dissolving an LLC in Oklahoma?

If an LLC is not properly dissolved, it can result in ongoing state fees, penalties, and potential legal liabilities. Therefore, it is advised to properly go through the dissolution process to avoid encumbrances in the future.