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When a limited liability company (LLC) in Virginia reaches the decision to cease its operations, it must complete the LLC 1050 form, known as the Articles of Cancellation. This form serves as the official declaration to dissolve the company, detailing crucial information such as the company’s name, identification number, and the date the LLC was organized. Before this form can be submitted, the company must ensure that it has settled all debts and obligations, a process referred to as "winding up" its affairs. It provides an avenue for members to indicate optional information regarding the reasons for cancellation, although this is not mandatory. To ensure a smooth filing, proper payment of the $25 filing fee and adherence to specific guidelines regarding format are imperative. Filing can be accomplished online or via paper, but it's essential to avoid common pitfalls, such as including sensitive personal information or using incorrect titles for signatories. Understanding these requirements is vital for any business owner contemplating the cancellation of their LLC, as it helps to navigate the legal landscape effectively and responsibly.

Llc 1050 Example

ARTICLES OF CANCELLATION OF A VIRGINIA LIMITED LIABILITY COMPANY INSTRUCTIONS

Filing Requirements

Pay all fees and penalties before submitting these articles to the Commission. If these articles are filed with an effective date on or before the annual registration fee due date, payment of the registration fee for the current year is not required.

Required Fees

Filing Fee: $25.00

 

File Online Today

 

Paper Filing

 

 

 

 

 

 

 

Visit https://cis.scc.virginia.gov to file articles of cancellation of a

 

Download from https://scc.virginia.gov/pages/Virginia-Limited-

 

 

Liability-Companies complete, print, and mail or deliver to below

 

Virginia Limited Liability Company in real time.

 

 

 

address:

 

 

 

 

 

 

Questions?

 

State Corporation Commission

Courier Delivery Address

 

 

 

 

Visit the CIS help page at https://scc.virginia.gov/pages/CIS-Help

 

Clerk’s Office

1300 E. Main St, 1st floor

 

 

P.O. Box 1197

Richmond, VA 23219

 

for how-to guides, answers to frequently asked questions, and

 

 

 

Richmond, VA 23218-1197

 

 

helpful videos.

 

 

 

 

 

 

 

 

 

 

 

Pay online with a credit card or eCheck. No additional

 

Include a check payable to State Corporation Commission.

 

processing fees apply for filing online.

 

DO NOT SEND CASH.

 

Specific Instructions

Article I Name

Provide the name of the company exactly as it appears on record with the Commission.

Article II Identification Number

To obtain the company’s SCC ID number, visit https://cis.scc.virginia.gov, or contact the Clerk’s Office.

Article III Effective Date

The certificate of organization’s effective date is the date the

Commission accepted the articles of organization, or the delayed effective time and date stated in the articles of organization.

Article IV Winding Up of Affairs

The company must wind up its affairs before filing these articles. The company must pay and clear, or arrange to pay and clear, all its debts, liabilities, and obligations. Then, it must distribute the remaining property and assets to its members.

Article V Other Information

Members may choose to include the reason for canceling the company.

Signature

One of the following officials with the right and power to manage the company’s business affairs must sign the articles:

a manager or other selected person

a member (e.g., an owner is a member), if there is no manager or other person selected

an organizer, if the entity began without managers or members and no members exist

a receiver, trustee, or other court-appointed fiduciary, if applicable

Do not use the following titles:

Owner

Registered Agent

Attorney

Authorized Person

Officer

If signing on behalf of a manager or member that is a business

entity, also include the business entity’s name and the business entity’s relationship to the LLC.

Include the signature, printed name, position title (e.g., manager or member), and date signed. Providing an entity phone number or email address allows for quicker communication if there is an issue with the filing.

Personal Identification Number (PIN)

File electronically using the entity-specific PIN. For information on resetting the PIN, visit https://cis.scc.virginia.gov or call either telephone number below.

Important Information

The articles must be in the English language, typewritten or legibly printed in black, using the following guidelines:

use solid white paper

one-sided

• minimum 1.25" top margin and 0.75” all other sides

size 8 1/2" x 11"

no visible watermarks or background

 

 

 

 

logos

 

Do not include Personally Identifiable Information, such as a Social Security number, in a business entity document submitted to the Office of the Clerk for filing with the Commission. Information in these documents is available to the public. For more information, see Notice Regarding Personally Identifiable Information at www.scc.virginia.gov/clk.

Form LLC1050 (Rev. 07/20)

Form

LLC1050

(Rev. 07/20)

State Corporation

Commission

Articles of Cancellation of a Virginia

Limited Liability Company

Pursuant to § 13.1-1050 of the Code of Virginia, the undersigned, on behalf of the limited liability company named below, states as follows:

Article I

The limited liability company’s name:

 

____________________________________________________________________________________

Article II

The LLC’s SCC ID Number: _____________________________________________________________

Article III

The LLC’s certificate of organization issued by the Commission was effective on: ___________________

Article IV

The LLC has completed the winding up of its affairs.

Article V

Other information the members determine to include (optional):

 

____________________________________________________________________________________

 

____________________________________________________________________________________

 

Signature

The official signing this document has been delegated the right and power to manage the company’s business affairs and affirms the above statements are true.

Signature

 

 

 

Date

 

Tel. # (optional)

 

 

 

 

 

 

 

 

Printed Name

 

 

 

Title

 

Email Address (optional)

 

 

 

 

 

 

 

 

Business Tel. # (optional)

 

 

 

Business Email Address (optional)

 

 

Provide a name and mailing address for sending correspondence regarding the filing of this document (if left blank, correspondence will be sent to the registered agent at the registered office):

Name

Address

Required Fee: $25.00

Form Characteristics

Fact Name Details
Form Purpose The LLC 1050 form is used to file the Articles of Cancellation for a Virginia Limited Liability Company.
Governing Law This form is governed by § 13.1-1050 of the Code of Virginia.
Filing Fee A filing fee of $25.00 is required to submit the form.
Filing Methods You can file online through the Virginia State Corporation Commission website or submit a paper form via mail.
Effective Date The effective date of cancellation must be specified; it defaults to the filing date unless a delayed date is provided.
Winding Up Affairs Before cancellation, the company must wind up its affairs and settle all debts and obligations.
Signatures Required One or more officials with authority, such as a member or manager, must sign the form.
Contact Information Providing a phone number or email is optional but can expedite communication regarding any filing issues.
Personal Identification Number (PIN) To file electronically, the company’s specific PIN is needed; it can be reset if forgotten.
Prohibited Information Do not include personally identifiable information, such as Social Security numbers, in the submitted documents.

Guidelines on Utilizing Llc 1050

Completing the LLC 1050 form is a straightforward process, but careful attention to detail is necessary. Accurately filling out each section ensures your request to cancel your limited liability company is processed smoothly. Here's how to fill out the form step by step.

  1. Gather Required Information: Collect your company's name, SCC ID number, and the effective date of your organization.
  2. Access the Form: Download the LLC 1050 form from the Virginia State Corporation Commission website.
  3. Complete Article I: Write the full name of the LLC exactly as it appears in the Commission’s records.
  4. Fill Out Article II: Enter the SCC ID number for your LLC. This can be found on the Commission site or by contacting the Clerk’s Office.
  5. Provide Information for Article III: Indicate the effective date of the certificate of organization issued by the Commission.
  6. Confirm Winding Up in Article IV: Check the box confirming that your company has completed winding up its affairs and paid all debts and obligations.
  7. Add Additional Information in Article V (Optional): If you wish, include any reasons for cancellation of the company.
  8. Sign the Form: Have an authorized official sign the document, providing their printed name, title, and the date. Do not use terms like 'Owner' or 'Registered Agent' in the signature section.
  9. Provide Contact Information: Optionally, include a phone number and email address for quicker communication regarding the filing.
  10. Prepare Payment: Ensure your payment of $25 is ready, either by online payment with a credit card or eCheck, or by including a check with the mailed form. Avoid sending cash.
  11. Make a Copy: Retain a copy of the completed form and payment for your records.
  12. Submit the Form: You can file online or mail the completed form to the Clerk’s Office at the specified address.

Following these steps will help ensure that your submission is complete and accurate. If you have questions, the State Corporation Commission's website offers helpful resources and contact information for assistance.

What You Should Know About This Form

What is the LLC 1050 form?

The LLC 1050 form is the Articles of Cancellation of a Virginia Limited Liability Company. It is used to formally dissolve an LLC in Virginia, indicating that the company has completed the necessary winding up of its affairs. By filing this form, the business ceases to exist as a legal entity under Virginia state law.

What are the filing requirements for the LLC 1050 form?

Before submitting the LLC 1050 form, you must pay all applicable fees and penalties. If the cancellation is filed with an effective date on or before the annual registration fee due date, you do not need to pay the registration fee for the current year. The standard filing fee for the form is $25.00.

How can I file the LLC 1050 form?

You have the option to file the LLC 1050 form online or via paper. To file online, visit this site. For paper filing, download the form from this link, complete it, and mail or deliver it to the Clerk’s Office at 1300 E. Main St, 1st floor, Richmond, VA 23219. Ensure that you include a check made out to the State Corporation Commission if filing by paper.

What information do I need to provide on the form?

The form requires specific details, including the LLC's name as recorded with the Commission, the SCC ID number, and the effective date of the certificate of organization. You also need to confirm that the company has completed its winding up. Optionally, members may provide a reason for the cancellation. Make sure to include the signature of an authorized individual, along with their title and contact information.

Is there a deadline for filing the LLC 1050 form?

While there isn't a specific deadline for filing the LLC 1050, it should be submitted after all debts, liabilities, and obligations of the LLC have been settled. If you are close to the annual registration fee due date, filing the Articles of Cancellation on or before this date may erase the need for additional fees, making timely submission advantageous.

What happens after I file the LLC 1050 form?

Once your LLC 1050 form is properly filed and accepted by the Virginia State Corporation Commission, the LLC is officially dissolved. You will receive confirmation from the Commission, making the dissolution legally effective. Ensure that all business affairs have been settled prior to this for a smooth transition.

Common mistakes

Filling out the LLC 1050 form is crucial for the successful cancellation of a Virginia limited liability company. However, errors can lead to delays or complications. Below are common mistakes made during this process.

1. Incorrect Company Name: Providing an inaccurate name is a frequent mistake. It's essential to input the company's name exactly as it appears in the official records. If the name is misspelled or varies even slightly, the form may be rejected, requiring resubmission.

2. Missing SCC ID Number: Another common error involves the omission of the LLC’s SCC ID number. This number is vital for the Commission to identify the entity accurately. Applicants often forget to include it, leading to confusion. To obtain this ID number, resources are available on the State Corporation Commission's website.

3. Failure to Wind Up Affairs: Those completing the form may sometimes overlook the requirement to wind up their company's affairs before submission. All debts and liabilities must be settled. Failing to do this can create legal issues and can prevent the articles of cancellation from being accepted.

4. Inaccurate Signature: The signature section is significant and often mismanaged. Ensure the signing official has the authority to act on behalf of the LLC. Additionally, one must not use titles like "Owner" or "Registered Agent” when signing. Proper titles help validate the document.

5. Not Providing Contact Information: Leaving out optional contact information, such as a phone number or email address, can complicate communication if there are issues with the form. Including these allows the Commission to quickly resolve any concerns and expedites the process.

Taking careful steps during the completion of the LLC 1050 form can save time and prevent unnecessary headaches. Double-check all information before submission to ensure that the cancellation process goes smoothly.

Documents used along the form

When dealing with the cancellation of a Virginia Limited Liability Company, several forms and documents are typically used alongside the LLC 1050 form. Each of these documents plays a vital role in ensuring the process is completed smoothly and in compliance with state regulations. Here’s a brief overview of some of these important documents.

  • Certificate of Organization: This document shows that the LLC was officially formed with the state. It includes important details like the company's name and registered agent, serving as proof that the business existed in the first place.
  • Membership Interest Transfer Agreement: If there are any changes in ownership during the winding-up process, this agreement details transfers of membership interests among members, ensuring that ownership records reflect the current status.
  • Final Tax Return for the LLC: Filing a final tax return is crucial. It provides the IRS and state with the LLC's last income, helping to clear any outstanding tax obligations before cancellation.
  • Notification to Creditors: This document notifies creditors that the LLC is shutting down. It should outline the timeline for settling any remaining debts and claims.
  • Asset Distribution Plan: After all debts are settled, this plan details how remaining assets will be distributed among members, ensuring transparency and fairness in the final financial dealings.
  • Consent to Cancel: If multiple members are involved, this consent form shows that all members agree to the cancellation, providing a layer of protection and reducing the chance of disputes down the line.

By gathering and preparing these documents along with the LLC 1050 form, you can navigate the cancellation process more efficiently. Make sure to double-check all forms for accuracy and completeness to prevent any delays or issues. Understanding these accompanying documents will help streamline your experience.

Similar forms

  • Articles of Incorporation: Similar to the LLC 1050 form, the Articles of Incorporation establish a corporation's existence. Both documents require specific information about the entity, including its name and identification number, and both are filed with the state to create a legal entity.
  • Articles of Organization: This document is used to form a Limited Liability Company (LLC) and is analogous to the LLC 1050 form in that both formalize the structuring of a business entity. They outline similar provisions, such as the business name and responsibilities to be assumed by members.
  • Certificate of Dissolution: Upon dissolution, this document is comparable to the LLC 1050 form, both serving to officially terminate the appropriate business entity with the state. They may contain similar information regarding the winding up of a company’s affairs.
  • Statement of Information: This form is typically required annually for corporations and may share content related to business activities and management structure, akin to how the LLC 1050 captures the necessary details surrounding an LLC’s cancellation.
  • Application for Authority: Used when a foreign entity (one not originally registered in Virginia) seeks to operate in the state, this document shares commonalities regarding identification information and obligations of the company as defined by the state.
  • Business License Application: While primarily for licensing purposes, this application may also request foundational information about the business entity, closely paralleling the identification requirements of the LLC 1050 form during its filing process.

Dos and Don'ts

When filling out the LLC 1050 form, there are several important guidelines to keep in mind. Below is a list of four things you should and shouldn't do to ensure a smooth filing process.

  • DO pay all fees before submitting the form to the Commission. This includes any penalties that may apply.
  • DO provide the company’s name exactly as it appears on record. Accurate information is essential for your application to be processed correctly.
  • DO ensure that the form is filled out in English and legibly printed in black on solid white paper. This helps maintain readability and prevents processing delays.
  • DO include a contact phone number or email for quicker communication if any issues arise regarding your filing.
  • DON'T send cash when submitting your payment. Use a check made out to the State Corporation Commission instead.
  • DON'T include any Personally Identifiable Information, such as a Social Security number. This information is public and should not be part of your filing.
  • DON'T use titles like Owner, Registered Agent, or Attorney when signing the form. Only specific officials have the authority to do so.
  • DON'T forget to ensure that the company has completed its winding up process before filing the form. All debts and obligations must be settled first.

Misconceptions

Understanding the details around the LLC 1050 form, which is used to cancel a Virginia Limited Liability Company, can help clear up some common misconceptions. Here are five misconceptions about the form:

  • The LLC 1050 form is only for companies that have fully dissolved. This is not true. While the form is used for cancellation, it is typically part of a process where the company winds up its affairs, which means settling debts and distributing any remaining assets. A company can submit the form before it has entirely completed these tasks as long as it completes the winding-up process.
  • You do not need to pay the annual registration fee if you file for cancellation. This misconception arises when the cancellation is filed by the due date for the fee. If the articles are filed by or on the due date, you do not have to pay for the current year's registration fee. However, any outstanding fees or penalties must be settled before filing the articles.
  • Only lawyers can file the LLC 1050 form. In reality, any authorized person, including a manager or a member of the LLC, can file this form. There is no requirement that a lawyer must be involved in this process, making it accessible for individuals who understand their company’s situation.
  • All information submitted in the LLC 1050 form is confidential. Unfortunately, that's a misconception. The information provided in the form becomes public once filed. This includes the company name and identification number, so it’s essential to be cautious about what is shared, especially when it comes to personal information.
  • You cannot file the LLC 1050 form online. Contrary to this belief, it’s possible to file the LLC 1050 form online without any additional processing fees. In fact, filing online can expedite the process, making it a convenient option for those who prefer digital solutions.

Having clear information helps ensure that the cancellation process proceeds smoothly and efficiently. Always review each requirement and consider reaching out for guidance if uncertainties arise.

Key takeaways

Here are some key takeaways to keep in mind while filling out and using the LLC 1050 form, the Articles of Cancellation for a Virginia Limited Liability Company.

  • Filing Fee: You need to pay a fee of $25. This must be done before submitting your cancellation articles.
  • Annual Registration Fee: If you file by the due date for the annual registration fee, you won't need to pay it for the current year.
  • Effective Date: The cancellation becomes effective on the date the Commission accepted your articles of organization, unless you specify a different date.
  • Winding Up Requirements: Make sure to wrap up all business affairs, including settling debts and distributing remaining assets to members, before filing the form.
  • Signature Requirements: One authorized individual, like a manager or member, must sign the document. Ensure you do not use titles like Owner or Attorney when signing.
  • Personal Identification Number (PIN): For electronic filing, you'll need an entity-specific PIN. If you need to reset it, visit the designated website or call for assistance.
  • Document Formatting: The form must be typed or printed clearly in black ink on solid white paper, ensuring adequate margins and no watermarks.
  • Privacy Considerations: Avoid including personally identifiable information like Social Security numbers in the documents you submit, as they become public records.

Following these guidelines carefully will ensure smooth processing of your LLC cancellation. Be sure to double-check all information before submitting the form.