Asked in Business Formation and Business Law for Florida

Q: Dissolving Florida LLC answer "A description of occurrence that resulted in the limited liability company's dissolution"

I'm dissolving a Florida LLC and on the form it asks for "A description of occurrence that resulted in the limited liability company's dissolution" and I'm not sure of how to answer.

My operating agreement states:

The Company will operate until terminated as outlined in this Agreement unless:

1. A majority of the Members vote to dissolve the Company;

2. No Member of the Company exists, unless the business of the Company is

continued in a manner permitted by Florida law;

3. It becomes unlawful for either the Members or the Company to continue in

business;

4. A judicial decree is entered that dissolves the Company; or

5. Any other event results in the dissolution of the Company under federal or Florida

law

I saw mentioned "written consent of all members" as 1 option, but not sure if that's best or exactly what to write.

2 Lawyer Answers
Jane Kim
Jane Kim
Answered
  • Naples, FL
  • Licensed in Florida

A: It is not a trick question. You should mark the option that applies to you. Sounds like the members decided to dissolve it, so choose that option.

Keith Kanouse
Keith Kanouse
Answered
  • Boca Raton, FL
  • Licensed in Florida

A: If the members have decided to dissolve the LLC, you should have a resolution contained in a Consent of Members in Luie of a Special Meeting signed by all members. You can then check the appropriate box.

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