1.  Before the commencement of business by any limited-liability company where management is vested in one or more managers and where no member’s interest in the limited-liability company has been issued, at least two-thirds of the organizers or the managers of the limited-liability company may dissolve the limited-liability company by filing with the Secretary of State a certificate of dissolution to dissolve the limited-liability company.

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2.  A certificate of dissolution filed with the Secretary of State pursuant to subsection 1 must state that:

(a) The management of the limited-liability company is vested in one or more managers;

(b) The limited-liability company has not commenced business; and

(c) No member’s interest in the limited-liability company has been issued.