Regulations for limited liability companies (LLCs) are determined by the state in which the company is located. Most states give LLCs the option to create either a perpetual or indefinite company at the time of incorporation. The decision between the two structures will be determined by the type of business and your goals for the LLC.
A perpetual LLC, also known as an at-will company, does not have a specified length of existence. An at-will LLC will exist until one of the members disassociates, or the owners decide to dissolve the company. Unless otherwise specified in the company's organizing documents, an LLC is automatically an at-will company.
An indefinite LLC, or a term company, exists for a particular length of time and then has the option to dissolve. The time of dissolution may refer to a specific date, or the completion of a particular event. For example, a term LLC may decide to dissolve 10 years after filing the organizing documents, or after a particular real estate asset is sold. In some states, the owners of the term LLC have a legal obligation to work for the company until the term is complete. Unlike an at-will LLC, the LLC may continue to operate after an owner leaves if the term is not complete. If a term LLC continues to operate after the expiration of the term, the company is converted into a perpetual LLC.
Creating a Perpetual or Indefinite LLC
An LLC is usually created by filing the articles of incorporation with the secretary of state in the state where the company is located. The articles will include the name, contact information and information about the nature of the business. In the articles, you will specify if your company is a perpetual or indefinite LLC. Most LLCs also have operating agreements which are not filed with the state. An operating agreement details how the business will be managed, who provides what assets, and how profits will be distributed. The agreement should include whether the company is at-will or term. If it is a term company, the agreement should be as specific as possible about the events that will dissolve the LLC, and if the dissolution will be automatic or if the owners have the option to turn the LLC into an at-will company.
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Dissolving an LLC
Whether an LLC is perpetual or indefinite will have an impact on the process for dissolving the company. In a term LLC, the members are responsible for ensuring that the "winding up" of the company's activities are completed in time for the dissolution event. This includes paying debts, distributing profits, and addressing any outstanding taxes for the LLC. In a perpetual LLC, the operating agreement will generally determine how the company may be dissolved, which usually requires a majority vote by the owners. A perpetual LLC must pay debts and distribute profits but generally will have a more relaxed time frame to do so.
Elizabeth Rayne earned her J.D. from Penn State University and has been practicing law since 2009, advising clients on issues ranging from employment law to nonprofit management. For two years, she served as a contributing editor for the "Vermont Environmental Monitor."