How to dissolve an Alabama Limited Liability Company
What you need to dissolve an Alabama limited liability company:
- Filing fee: $100 to the Alabama Secretary of State; $50 minimum to the probate judge in the county where your LLC was formed (contact the judge’s office for fee verification).
- Domestic Limited Liability Company Articles of Dissolution Form (completed original and two copies)
How do you dissolve an Alabama limited liability company?
To dissolve your LLC in Alabama, you must provide the completed original and two copies of the Domestic LLC Articles of Dissolution form to the Judge of Probate in the county where the original Articles of Organization were recorded, by mail or in person. The filer’s original signature is required.
A dissolved LLC may not carry on any business except as necessary or appropriate to wind-up and liquidate its business and affairs.
Filing of Articles of Dissolution does not terminate the authority of the registered agent or suspend any legal proceedings.
Is there a filing fee to dissolve or cancel an Alabama LLC?
To dissolve your limited liability company in Alabama, the Secretary of State filing fee of $100 is required. You will need to contact the Judge of Probate Office to verify their recording fees, but it is a minimum $50. Two separate checks are required.
If you would like to expedite your dissolution for an additional $100, you must call the Judge of Probate to see if they accept expedited dissolutions. Some counties only process filings as they come in.
If Northwest is your original Alabama registered agent, send your dissolution filing to the Shelby County Judge of Probate. The Judge of Probate Office there charges $56 to record your Articles of Dissolution and may be contacted with questions at (205) 669-3720.
Do you need a Department of Revenue clearance before the Alabama Secretary of State will accept your dissolution?
How long does it take the state to process the filing?
Once the Judge has determined that the Articles of Dissolution conform to Alabama law, they will be recorded and two copies will be certified. This certified copy of your recorded Articles of Dissolution will be your LLC’s Certificate of Dissolution. Within ten (10) days of the recording, the Judge will transmit the other certified copy of the Articles of Dissolution to the Secretary of State, along with your filing fee.
Shelby County Judge of Probate will hand you a copy of the recorded articles in approximately an hour if you walk them into the office. Your certified copy will come by mail.
How long before someone can take your business name?
You have 120 days after the recording of your Articles of Dissolution to file a revocation. After those 120 days your dissolution is permanent and your business name can be taken.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
The Alabama Department of Revenue collects a Business Privilege Tax return from all limited liability companies in Alabama. If the return is not filed and paid when it is due, a penalty of 10% of the amount due is charged or $50, whichever is greater. Then you will continue to add an additional 1% penalty per month it goes unpaid. The Department of Revenue will turn your case over to their Collection Services Division before the following year’s Business Privilege Tax is due. Collection Services will get a court order to seize whatever is needed to satisfy your company’s debt to the Department of Revenue. No agency in Alabama will administratively dissolve your business. So if you don’t want to face the same expensive litigation every year, file a proper withdrawal with the Secretary of State.
Alabama Department of Revenue contact information:
Business Privilege Tax Section
P.O. Box 327431
Montgomery, AL 36123-7431
Web site: http://www.revenue.alabama.gov