966 Help

[Snaggletooth]

One of my LLCs is biting the dust. Taxpayer elected to file as a C Corp.

As an LLC, there have been no "official" minutes, shares of stock, corporate resolutions, etc. We elected a C Corp simply to avoid triple Tennessee taxation due to a quirk in TN that does not exist in other states.

The 966 requires a copy of the corporate resolution dissolving the corp. There aren't any. There will be an application from an attorney to the Secretary of State to remove the LLC. How will we comply with the requirement?

The instructions say that a 966 is not required in the event of a disregarded entity. This LLC would have been a disregarded entity had we not elected C Corp filing status. Would the 966 still be necessary under this situation?

Thanks in advance, Snag

[Lion]

Shareholders' Meeting

Tell the shareholders to meet one time, via telephone if state law allows, to resolve or vote on any TN requirements you still need from them and to copy you via e-mail or fax or whatever is fastest for them to get you their signed resolutions.

[Snaggletooth]

Thanks Lion

for your response. There are no "shareholders" as such, TN law for LLCs provide only for an "agent for service." There is one "owner" and no corporate structure such as you might find for a registered corporation. This seems to be the problem.

Thanks.

[Lion]

Owner

Again, you and the lawyer have to make sure you're dissolving the corporation per TN law, but with one owner it should be easy to have him put down in writing at the lawyer's direction anything needed to accomplish his purpose.