In an LLP, some or all partners have limited liabilities. However, within this structure, each partner is legally protected from liabilities associated with the negiligance or misconduct of the other partners.

These are the general areas to address during the LLP dissolution process.

1. Adopting and submitting or filing the dissolution resolution

2. Distributing remaining assets

3. Liquidating and paying all outstanding debts and obligations

Basic LLP Dissolution Steps

Step 1: Notify your partners of the intent to dissolve.

Meet with your partners to issue notice as specified in your partnership agreement. 

Step 2: Hold a Vote to dissolve the business

Your LLP must allow the partners to vote on the business dissolution. Usually this is done by a majority vote. The voting should be documented in the record of the meeting.

Step 3: The LLP needs to appoint one or more general partners to handle the liquidation process

Alternatively the company can hire an outside agency. As a third option, the LLP can request the court to oversee the process or hire a liquidation trustee instead.

Step 4: File the correct form

File your dissolution directly with the Secretary of the State in Connecticut. You can do this online by creating an account on Business.CT.gov. Inside your dashboard, you will find a feature on the left to file your dissoltuion with the state. Likewise, you may also contact SOTS directly to obtain forms, provide direction and answer any other questions you may have. 

Step 5: Handle all debts and obligations

Your company should work to address all obligations such as:

• employment taxes
• debts to creditors
• state sales tax amounts
• ongoing payments or contingent liabilities

Step 6: Distribute capital and contributions

After liquidating and paying off liabilities, the remaining company assets should be distributed appropriately. This should account for the relative percentages or ratios of the capital and contributions provided by the partners. In some cases, the amount of money can cover the initial contributions that were made. If not, distribute the rest of the funds according to the right proportions.

Step 7: Close your accounts and registrations

Close all your partnership accounts, including business registrations. Let your clinets, vendors and customers know about your dissolution. 

Step 8: File your final tax forms 

File your LLC's final tax return and then distribute the appropriate copies and records to your partners.