Free - West Virginia

Natalie E. Tennant Secretary of State Bldg. 1, Rm 157-K 1900 Kanawha Blvd. East Charleston, WV 25305-0770

Penney Barker, Manager Corporations Division Tel. (304) 558-8000 Fax (304) 558-8381 Hours: 8:30 am - 5:00 pm ET

ARTICLES OF TERMINATION OF WEST VIRGINIA LIMITED LIABILITY COMPANY
Pursuant to West Virginia Code §31B-8-805

1. The name of the limited liability company is:

2. The address to which correspondence relating to this termination is to be directed is:

3. The date on which the company was dissolved as a result of one of the causes enumerated in §31B-8-801 was:

4. The effective date of the termination of the above named limited liability company is:

the date the articles of termination are filed the following date:
(requested date may not be earlier than filing nor later than 90 days after filing)

5.

I, the undersigned, hereby certify that: (1) I am authorized to act on behalf of the limited liability company in this matter; (2) the business of this limited liability company has been wound up according to the provisions of Article 8, Chapter 31B; (3) all responsibilities for filing with the Department of Tax and Revenue and any other state agencies have been completed; and (4) the legal existence of the company has been terminated.

Name (Print or Type)

Capacity

Signature

PRINT THIS COPY, THEN CLICK HERE TO RESET.

FORM LLD-9

Issued by the WV Secretary of State

Revised 1/09

INSTRUCTIONS FOR FILING ARTICLES OF TERMINATION OF WEST VIRGINIA LIMITED LIABILITY COMPANY
A limited liability company may file articles of termination only after the company has been dissolved and the business of the company wound up, pursuant to West Virginia Code §31B-8-801 through 812. DISSOLUTION & WINDING UP An LLC is dissolved when any one of the following events occurs, and the business must then be wound up, unless action is taken to prevent the dissolution or the operating agreement provides the company will continue under the given circumstances. · An event causing dissolution specified in the operating agreement occurs; · The required number or percentage of members consents to dissolution; · One of the following persons dissociates from the LLC -- a member who is also a manager -- a member of an at-will company where there is no manager -- a member of a term company for a reason specified in §31B-6-601(7) through(11) · An event occurs that makes it unlawful for substantially all the business of the company to be continued, and the illegality is not cured within 90 days; · A member or dissociated member applies to the court for dissolution, upon entry of a judicial decree [see §31B-8-801(5)]; · A transferee of a member's interest applies to the court for dissolution, upon entry of a judicial decree [see §31B-8-801(6)]. Once the company is dissolved, it may do only those activities necessary to wind up the business of the company. During the period of winding up, the members may still take actions to reverse the dissolution and reestablish the company. The process of winding up business includes: · completing any necessary filings with state agencies, including Tax, Worker's Compensation, Employment Security, and other agencies; · disposing of known claims against the company [§31B-8-807]; · publishing notice of dissolution to establish time limit on other claims [§31B-8-808]; and · distributing the remaining assets of the company [§3-8-806]. ARTICLES OF TERMINATION Complete all sections of the articles. A few pointers: Section 3. The dissolution date is the date when one of the events occurred causing dissolution, such as a vote of the members to dissolve. Section 5. The person who signs the articles of termination must serve in one of the following capacities, as required in §31B-2-205: -- Manager of a manager-managed company; -- Member of a member-managed company; -- Fiduciary, if the company is in the hands of a receiver, trustee or other court-appointed fiduciary; -- An attorney-in-fact, on behalf of one of the above, if the power of attorney is filed with the company. FEE / FILING Submit $25, payable to the Secretary of State, and one original (or two originals if you want a stamped copy returned to you) to the address on the top left of the form.
Instruction Form LLD-9 Issued by the WV Secretary of State Revised 1/09