LL-04 – Statement of Dissolution for Limited Liability Company

Jurisdiction: Country: United States | Province or State: Arkansas

If you are closing your Arkansas limited liability company, the LL-04 – Statement of Dissolution for Limited Liability Company is the document that formally notifies the state that your business is ending. It is a written filing submitted to the Arkansas Secretary of State to begin the legal dissolution process.

This form matters because simply stopping business operations does not automatically end your LLC’s legal existence. Until the state records your dissolution, your company may still appear active in public records.

You might be completing this form because your business has finished its purpose, the members have agreed to shut it down, or the company can no longer operate. Whatever the reason, the LL-04 – Statement of Dissolution for Limited Liability Company creates a clear public record that the LLC is dissolving.

When you are about to fill it out, you want to know exactly what information is required, how it becomes effective, and what it does and does not accomplish. This guide walks you through those points in plain language.

What is LL-04 – Statement of Dissolution for Limited Liability Company?

Clear definition

The LL-04 – Statement of Dissolution for Limited Liability Company is a state filing used to formally dissolve an Arkansas limited liability company. It tells the state that the company has decided to end its legal existence.

Dissolution is the first formal step in closing an LLC. It is different from simply closing a bank account or stopping sales. When this document is filed and accepted, the state records that the company is in the process of winding up its affairs.

The form usually includes basic identifying information about the LLC and a statement that the members or managers have approved dissolution. It does not require a detailed explanation of why the business is closing.

Once accepted, the company’s status in state records typically changes from active to dissolved or in dissolution. That change signals to the public that the LLC is no longer operating as a normal, ongoing business.

Who typically uses this form?

This form is typically used by members of an LLC who have decided to shut down the business. In a member-managed LLC, the members themselves often approve and sign the dissolution filing.

In a manager-managed LLC, managers may be responsible for handling the filing, depending on how the operating agreement is structured. The operating agreement often outlines who has the authority to approve and submit dissolution documents.

Small business owners commonly use this form when closing a single-member LLC. In that case, the sole owner usually completes and signs the document.

Accountants or administrative staff may prepare the document, but the authority to approve dissolution usually comes from the members or managers as defined in the company’s internal agreement.

Why might you need this form?

You need this form when you want to formally end your LLC’s legal existence in Arkansas. Without filing it, your company remains on record as active, even if it is not conducting business.

Filing the dissolution document creates a clear endpoint for the company’s operations. It marks the beginning of the winding-up period, during which the company settles debts, distributes assets, and closes accounts.

It also helps prevent future confusion. Vendors, customers, and financial institutions often check state records. A recorded dissolution signals that the company is no longer entering new business transactions.

In some situations, members decide to dissolve because the company has completed its purpose. In others, financial challenges, disagreements, or changes in personal plans lead to closure. The form itself does not judge the reason. It simply records the decision.

Typical real-life scenarios

• A small retail LLC decides to close after several years of operation. Sales have declined, and the members agree to move on to other projects. They vote to dissolve the company and file the required statement with the state.
• A single-member consulting LLC finishes a long-term contract, and the owner chooses not to pursue new clients. Instead of keeping the company open, the owner files the dissolution document to formally end the business.
• Two partners in a service-based LLC decide to separate professionally. Rather than transfer ownership, they agree to dissolve the company and later form separate businesses. The dissolution filing starts that process.
• An LLC was created for a specific real estate development. After the property is sold and all obligations are satisfied, the members no longer need the company. They use the dissolution form to close it properly.
• In another situation, an LLC has been inactive for some time. No transactions have occurred, but the company still appears active in state records. The members file the dissolution document to officially close the entity and avoid ongoing administrative obligations.

When would you use LL-04 – Statement of Dissolution for Limited Liability Company?

You use the LL-04 – Statement of Dissolution for Limited Liability Company after the decision to dissolve has already been made, according to the LLC’s operating agreement and applicable state rules. The decision generally comes first. The filing comes next.

In many LLCs, dissolution requires a vote of the members. The operating agreement often specifies whether a simple majority or unanimous consent is required. Once that approval occurs, the form is prepared and submitted.

If the LLC has a fixed end date written into its formation documents, dissolution may occur automatically at that time. Even then, a formal statement of dissolution is typically filed to reflect the company’s status in state records.

You may also use this form if the company can no longer carry on its business as originally planned. For example, loss of a key license or the departure of essential members may trigger a decision to dissolve.

Sometimes, dissolution follows a broader business restructuring. Members may choose to close one LLC and form another with a different structure or ownership arrangement. Filing the dissolution document closes the old entity before a new one begins.

The form is not used for temporary pauses. If you intend to resume business later under the same LLC, dissolution may not align with your goals. Dissolution signals a permanent decision to end the entity’s legal existence.

Legal characteristics of LL-04 – Statement of Dissolution for Limited Liability Company

The LL-04 – Statement of Dissolution for Limited Liability Company becomes effective when it is properly completed, submitted, and accepted by the Arkansas Secretary of State. Acceptance typically means the document meets formatting and content requirements, and any required fees are paid.

For the filing to be valid, the information must match the state’s records. The LLC’s legal name must be entered exactly as it appears in the original formation documents or subsequent amendments. Even small differences can cause delays.

The form usually requires a statement that the dissolution was authorized. That statement confirms that the company followed its internal rules. If the internal approval process was not properly followed, disputes could arise among members.

Common reasons for rejection include incomplete fields, missing signatures, incorrect entity names, or failure to include required fees. Administrative errors are often the main cause of delay, not the decision to dissolve itself.

This document changes the company’s status but does not automatically settle debts, cancel contracts, or close bank accounts. Dissolution begins the winding-up phase. During winding up, the LLC typically pays liabilities, collects receivables, and distributes remaining assets.

The form also does not erase prior obligations. If the company owes money or has unresolved legal issues, those matters may continue even after dissolution is recorded. Dissolution affects the company’s ongoing authority to conduct new business, not its responsibility for past actions.

While general dissolution principles are similar across many states, details such as filing fees, processing times, and required statements may vary. Arkansas has its own format and requirements for this specific document.

Is it legally binding?

Yes, once accepted by the state, the filing has legal effect. It formally changes the LLC’s status in the state’s records and marks the start of the dissolution process.

The document is binding because it represents an official declaration by the company that it is dissolving. The state relies on this filing to update public records.

However, its binding effect depends on proper authorization. If someone files the document without authority under the operating agreement or without required member approval, internal disputes may follow. The state may still record the filing, but disagreements among members could arise separately.

The filing is also binding in the sense that it limits the company’s future activities. After dissolution, the LLC typically exists only to wind up its affairs. It is no longer intended to carry on regular business operations.

At the same time, the form does not bind third parties to release the company from existing obligations. Contracts and debts usually remain enforceable unless separately resolved.

How to fill out LL-04 – Statement of Dissolution for Limited Liability Company

Step 1 – Enter the exact legal name of the LLC

Write the full legal name of your limited liability company exactly as it appears in the state’s records. Include punctuation, abbreviations, and the “LLC” or “L.L.C.” designation if it is part of the official name.

Carefully compare the name on your formation documents or prior filings. Even minor spelling differences can cause processing delays.

Step 2 – Provide the Arkansas filing number

Locate the LLC’s filing or charter number assigned by the state when the company was formed. Enter that number in the space provided on the form.

This number helps the state identify your specific entity, especially if other companies have similar names.

Step 3 – State that the LLC is dissolved

Include the required statement indicating that the limited liability company is dissolved. The form typically contains preprinted language for this purpose.

By completing this section, you are formally declaring that the company has approved dissolution in accordance with its governing documents.

Step 4 – Confirm authorization of the dissolution

The form may require confirmation that the dissolution was authorized by the members or managers. Ensure that this reflects the process outlined in your operating agreement.

Before signing, verify that the necessary approval vote or written consent has already taken place.

Step 5 – Indicate the effective date, if applicable

Some dissolution forms allow you to specify an effective date. If you enter a future date, dissolution may take effect on that date rather than the date of filing.

If no future date is listed, the effective date is often the date the state accepts the filing. Enter any date carefully and confirm it matches your records.

Step 6 – Provide contact information

Enter the name and contact details of the person submitting the document, if requested. This allows the state to reach someone if there are questions about the filing.

Make sure the contact information is accurate and current.

Step 7 – Sign the document

An authorized person must sign the form. This is often a member in a member-managed LLC or a manager in a manager-managed LLC.

By signing, you confirm that the information provided is accurate and that the dissolution has been properly authorized.

Step 8 – Review the entire form before submission

Read through every section to confirm that all required fields are complete. Check names, numbers, and dates for accuracy.

Ensure that any required fee is prepared according to the current filing requirements.

Step 9 – Submit the form to the Arkansas Secretary of State

Send or deliver the completed LL-04 – Statement of Dissolution for Limited Liability Company to the appropriate state office as instructed on the form.

After submission, retain a copy of the signed document and any confirmation of filing for your records.

Legal terms you might encounter in LL-04 – Statement of Dissolution for Limited Liability Company

1. Articles of Organization: This is the original document filed to create your LLC. On this form, you may need to ensure the company name exactly matches the name as it appears in the Articles of Organization. Any difference in spelling, punctuation, or suffix can delay processing.
2. Effective Date: This is the date the dissolution becomes legally active. You may choose for dissolution to take effect on the filing date or on a later date if the form allows it. The effective date determines when the LLC is officially considered dissolved in the public record.
3. Authorized Person: This is the individual permitted to sign and submit the document on behalf of the LLC. Depending on your company’s structure, this could be a member, manager, or other designated representative. The person signing must have proper authority under the LLC’s internal rules.
4. Winding Up: This refers to the process of closing the company’s affairs after dissolution. It includes paying debts, collecting assets, and distributing remaining funds. Dissolution does not eliminate these responsibilities.
5. Certificate of Dissolution: This is the official acknowledgment issued after the filing is accepted. It confirms that the state has recorded the LLC’s dissolution. You should keep this with your permanent business records.
6. Filing Number: This is the unique identification number assigned to your LLC when it was registered. The form may ask for this number to ensure the correct entity is being dissolved. Using the wrong number can result in rejection.
7. Good Standing: This term refers to whether your LLC has met all required filings and obligations. While dissolution can still proceed in some cases, unresolved compliance issues may complicate the process. You should confirm your company’s status before filing.
8. Public Record: Once accepted, the dissolution becomes part of the state’s official records. This means anyone can verify that your LLC has been dissolved. The change affects how your company appears in business searches.
9. Member Approval: Many LLCs require members to formally approve dissolution. This approval is usually documented in meeting minutes or a written consent. The form assumes that proper internal approval has already occurred.

FAQs

Do I need to notify creditors before filing this form?

This document records the LLC’s dissolution with the state. It does not automatically notify creditors. You are responsible for handling debts and obligations as part of winding up. Make sure you have a clear plan to address outstanding bills before or immediately after filing.

What name should I enter on the LL-04 – Statement of Dissolution for Limited Liability Company?

Enter the exact legal name of your LLC as it appears in the original formation records. Include punctuation and the full “Limited Liability Company” or approved abbreviation. Even small differences can cause rejection because the state matches the name against its database.

Can I choose a future effective date?

If the form allows it, you may enter a future effective date. This date tells the state when the dissolution should become official. If you leave that section blank, the dissolution usually becomes effective on the filing date.

Who is allowed to sign this document?

An authorized person must sign. This is typically a member in a member-managed LLC or a manager in a manager-managed LLC. Check your operating agreement to confirm who has authority, and ensure that the person signs exactly as their name appears.

What happens if the filing is rejected?

If the state rejects the filing, you will usually receive a notice explaining the issue. Common problems include name mismatches, missing signatures, or incomplete sections. You must correct the issue and resubmit before the dissolution is recorded.

Do I need to attach any additional documents?

This form generally stands alone, but your internal records should reflect member approval. The state typically does not require you to submit meeting minutes. However, keep approval documents in your files in case questions arise later.

How will I know the dissolution was accepted?

After submission, you should receive confirmation once the filing is processed. This may come as a stamped copy, certificate, or other acknowledgment. Keep that confirmation with your company’s permanent records.

Does filing this form immediately stop all business activity?

Filing the LL-04 – Statement of Dissolution for Limited Liability Company signals the start of the end of the LLC’s legal existence, but you may still need to complete winding-up tasks. You must settle debts, close accounts, and distribute remaining assets. The public record will show that the company is dissolved as of the effective date.

Checklist: Before, During, and After LL-04 – Statement of Dissolution for Limited Liability Company

Before

• Review your operating agreement for dissolution procedures.
• Obtain documented approval from members or managers.
• Confirm the exact legal name of the LLC in state records.
• Locate your LLC’s filing number.
• Verify that all required annual reports are filed.
• Prepare a list of outstanding debts and obligations.
• Decide on the effective date of dissolution.
• Gather contact information for the person signing.

During

• Enter the LLC name exactly as registered.
• Provide the correct filing number.
• Clearly state that the LLC is being dissolved.
• Insert the effective date if choosing a future date.
• Confirm that internal approval has occurred.
• Double-check all required fields are completed.
• Ensure the authorized person signs and dates the form.
• Review the form line by line before submission.

After

• Submit the form using the accepted filing method.
• Pay any required filing fee.
• Wait for official confirmation of acceptance.
• Store the confirmation with the company records.
• Notify banks and close business accounts.
• Inform vendors and service providers of the closure.
• Cancel licenses and permits.
• Retain records for tax and legal purposes.

Common mistakes to avoid with LL-04 – Statement of Dissolution for Limited Liability Company

• Mistake: Entering a shortened or slightly altered company name because it “looks right,” which happens when people rely on memory instead of official records, leading to rejection and delays, do not forget to copy the exact legal name from state records.
• Mistake: Allowing someone without authority to sign because it seems convenient, which often occurs in multi-member LLCs, causing the filing to be invalid, so do not forget to confirm signer authority in your operating agreement.
• Mistake: Leaving required fields blank due to oversight, which happens when rushing through the form, resulting in rejection, so do not forget to review every section carefully before submitting.
• Mistake: Choosing a future effective date without coordinating business closure steps, which can create confusion about when the LLC officially ends, so do not forget to align the date with your winding-up plan.
• Mistake: Assuming dissolution automatically clears debts, which happens due to misunderstanding the process, exposing members to unresolved obligations, so do not forget to settle liabilities during winding up.
• Mistake: Failing to keep proof of filing because you assume it is permanently accessible online, which can cause problems when banks or agencies request evidence, so do not forget to store your confirmation securely.
• Mistake: Ignoring outstanding compliance filings before dissolving, which may complicate acceptance or future business activities, so do not forget to verify your LLC’s status before filing.
• Mistake: Submitting the form without retaining a copy, which makes it difficult to reference what was filed if questions arise, so do not forget to make and keep complete copies.

What to do after filling out LL-04 – Statement of Dissolution for Limited Liability Company

Once you complete the form, pause before sending it. Read it one more time from top to bottom. Check names, dates, and signatures carefully. Small errors can cause rejection and delay your closure plans.

• Step 1: Make at least one full copy of the signed form for your records.
• Step 2: Confirm the correct filing fee and acceptable payment method.
• Step 3: Submit the form using the approved filing option, such as mail or online submission if available.
• Step 4: Track the submission date and keep proof of delivery or confirmation.
• Step 5: Wait for official acknowledgment that the filing has been accepted and recorded.
• Step 6: Save the stamped copy or certificate in your permanent company file.
• Step 7: Update your internal records to show the dissolution date.
• Step 8: Notify financial institutions and close business bank accounts.
• Step 9: Cancel business licenses, permits, and registrations tied to the LLC.
• Step 10: Inform tax authorities and file any final required returns.
• Step 11: Distribute remaining assets to members according to your operating agreement.
• Step 12: Retain financial and legal records for several years in case of future questions.

Be organized. Create a simple checklist and mark each item as you complete it. Dissolution is more than filing a document. It is a structured process of closing a business properly. When you handle each step carefully, you reduce the risk of future disputes, tax issues, or administrative problems.