LLC Voluntary Dissolution and Closure Packet
ALABAMA LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET
Scope gate. Use only for a consensual, solvent domestic LLC closing. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, series LLC, professional LLC, regulated entity, or unresolved ownership or authority disputes.
Separate systems remain separate. An Alabama dissolution filing does not itself close federal tax, payroll, state tax, license, bank, contract, benefit-plan, insurance, or foreign-registration accounts.
1. ENTITY AND ROUTE CHECK
| Item | Information |
|---|---|
| Exact LLC name | [________________________________] |
| Alabama entity ID | [________________________________] |
| Formation date | [__/__/____] |
| Principal office | [________________________________] |
| Registered agent/office | [________________________________] |
| Tax classification | ☐ Disregarded ☐ Partnership ☐ S corporation ☐ C corporation ☐ Other: [________] |
| Proposed dissolution date | [__/__/____] |
| Person leading winding up | [________________________________] |
☐ State record and governing documents reviewed; domestic-LLC route confirmed.
2. ALABAMA AUTHORIZATION GATE
Ala. Code § 10A-5A-7.01 permits dissolution upon an operating-agreement event or the consent of all members. This packet does not cover judicial dissolution.
☐ Attach the operating-agreement event or unanimous member consent.
☐ Governing-document notice, signature, class, and record-date procedures satisfied.
☐ Effective date and person authorized to wind up and file identified.
Member approval record
The undersigned members approve dissolution of [LLC Name] effective [__/__/____], authorize winding up, and authorize [Name/Title] to submit the Alabama filing.
| Member | Interest / voting basis | Approves | Signature | Date |
|---|---|---|---|---|
| [Name] | [____] | ☐ Yes ☐ No | [________________] | [__/__/____] |
| [Name] | [____] | ☐ Yes ☐ No | [________________] | [__/__/____] |
3. WINDING-UP PLAN
Under Ala. Code § 10A-5A-7.02, a dissolved LLC continues only to wind up.
☐ Stop ordinary business except documented wind-up transactions.
☐ Inventory and collect assets; inventory liabilities, taxes, claims, guarantees, and contingencies.
☐ Preserve records and litigation holds.
☐ Pay, resolve, or make legally sufficient provision for liabilities before member distributions.
☐ Apply the operating agreement and Alabama law to final distributions.
Known-claim log
| Claimant | Address | Basis | Amount/status | Notice date | Resolution/reserve |
|---|---|---|---|---|---|
| [Name] | [Address] | [Basis] | [Amount] | [__/__/____] | [Resolution] |
| [Name] | [Address] | [Basis] | [Amount] | [__/__/____] | [Resolution] |
Do not improvise a claims-cutoff notice. Use a statutory procedure only after counsel confirms every requirement.
Asset and distribution ledger
| Asset / cash source | Gross value | Costs | Liability reserve | Net distribution | Recipient |
|---|---|---|---|---|---|
| [Description] | $[____] | $[____] | $[____] | $[____] | [Name] |
| [Description] | $[____] | $[____] | $[____] | $[____] | [Name] |
4. EMPLOYEES, TAXES, AND ACCOUNTS
☐ Final payroll, benefits, wage statements, federal final returns, and information returns reviewed.
☐ Alabama income, sales, withholding, unemployment, license, permit, and local accounts reviewed separately.
☐ Contracts, insurance, leases, bank, merchant, digital, and other accounts closed or assigned only after outstanding items and retention needs are resolved.
5. ALABAMA FILING PREPARATION
Ala. Code § 10A-5A-7.02(b) permits a dissolved LLC to file a Statement of Dissolution. Use the Secretary of State’s current Domestic LLC Statement of Dissolution and verify the current submission route and fee immediately before filing.
☐ Exact entity name and Alabama entity ID confirmed.
☐ Dissolution event/date and signer authority documented.
☐ Filing acceptance, receipt, effective date, and rejection correspondence retained.
6. FOREIGN REGISTRATION INVENTORY
| Jurisdiction | Registration number | Withdrawal form | Tax clearance | Filed / accepted |
|---|---|---|---|---|
| [State/Country] | [Number] | [Form] | ☐ N/A ☐ Required | [__/__/____] |
| [State/Country] | [Number] | [Form] | ☐ N/A ☐ Required | [__/__/____] |
An Alabama filing does not withdraw the LLC elsewhere. Complete each foreign-jurisdiction withdrawal separately.
7. FINAL CLOSURE CERTIFICATE
The undersigned certifies for the internal record that authorization is attached; assets and liabilities were inventoried; liabilities were resolved or provided for before distributions; the filing was accepted; separate tax, account, and foreign-withdrawal work was completed or assigned; and records will be retained at [Location] by [Custodian] through [Date].
Authorized person: [________________________________]
Title/capacity: [________________________________]
Signature: [________________________________] Date: [__/__/____]
SOURCES AND REFERENCES
- Alabama Secretary of State, Domestic LLC Statement of Dissolution
- Alabama Secretary of State, dissolution form PDF
- Justia, Ala. Code § 10A-5A-7.01
- Justia, Ala. Code § 10A-5A-7.02
Statute and filing-route facts above are verified as of 2026-07-27 and must be checked again immediately before filing.
About This Template
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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