Do You Have an Old LLC?
May 25, 2023
Courtesy of Warner Norcross + Judd
Your limited liability company may have a finite life, and its end could be fast approaching without you realizing it.
Michigan first permitted LLCs to be formed under its laws on June 1, 1993. Under federal tax regulations called the “Kitner Regulations,” which were in effect at that time, it was common to use a finite term for an LLC to help ensure desired tax treatment. This was frequently done by including a 30-year term in the articles of organization of the LLC. Thus, the oldest Michigan LLCs could have a term expiring in June of this year.
The Kitner Regulations were replaced in 1997, and a finite term was no longer needed to help ensure certain tax treatment. However, owners of older LLCs may have never modified their articles of organization to remove the finite term. The state has no obligation to notify an LLC that it is about to dissolve when its end date is approaching. Instead, the entity will simply dissolve on the end date. An accidental expiration and dissolution could have unintended consequences and create unnecessary problems for your business.
If you have an older LLC, especially one formed between 1993 and 1997, you should confirm that your articles of organization do not include a finite term, unless desired for some other purpose. Typically, amending the articles to remove the finite term is not difficult. If you’d like assistance in reviewing or amending your articles of organization, please contact Matt Crowe, Loren Andrulis or a member of Warner’s Corporate Practice Group.