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DISSOLUTION AND LIQUIDATION OF LLC

It is strongly recommended that all members sign this document in front of a notary. Although not required, it is always a good idea to get important documents notarized.

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The under-signed, are all members of ______________________ , LLC, adopt the following plan for the dissolution and liquidation of the company.

The members have determined that it would be in their best interests to distribute those assets to themselves and thereafter to dissolve and liquidate the company;

The assets of the company are listed as Exhibit “A”

THEREFORE, the members agree as follows:

1. The company shall stop the active conduct of its business and advance to dissolve the company, distribute all of its assets, and terminate the company.

2. ________________________________________ is authorized to prepare and file Articles of Dissolution for the company with the Office of the Secretary of State of_________________________ .

3. As soon as feasible thereafter, the company shall distribute to its members the assets it owns in accordance with their comparative capital contributions to the company.

4. The members do not think there are any outstanding claims against the company, but, even so,

_______________________________________ (Name) shall cause Notice of Dissolution of the company to be published to each known creditor of the company and also by publication in

___________________________ (List the Publication) as provided by law. Furthermore, the members hereby pledge with each other to contribute pro-rata as their interests may appear in the Operating Agreement to the payment of any claims made pursuant to such advertisement and otherwise legally payable by the company.

5. _____________________ is hereby authorized to prepare, sign and file any and all reports, returns, or forms required by any federal, state, local, or municipal government by reason of this dissolution and liquidation.

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Member

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Member

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Member

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Member