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Legal Implications and Stakeholder Rights

Paul Weitzel,
Samuel Gasway,
Tyrell Howsden,
William L. Duffy

Entity dissolution triggers several legal implications, which therefore impacts stakeholders differently. Some significant implications are limited liability protection, creditor rights, and the distribution of remaining assets. 

 

  • Limited Liability Protection: Once the entity is dissolved, the limited liability protection that shielded shareholders or partners from personal liability ceases to apply in certain situations. Two such situations are (1) protection from claims and (2) potential liability. These situations apply to all entities that are afforded limited liability protection, but the LLC is used as an example in the following illustrations. 

    • Protection from Claims: Even after an LLC is dissolved, the owners may still be protected from claims that arose when the LLC was in good standing, provided the LLC was unaware of the incidents giving rise to the claims. This protection extends beyond the dissolution date.

    • Potential Liability: If an LLC member is aware of a potential liability issue (even if no lawsuit exists) and then dissolves the LLC, the members may be personally liable for amounts distributed from the LLC upon dissolution. This means that if a claim arises related to an event that occurred when the LLC was active, the members could be held personally responsible for the LLC's liabilities

  • Creditor Rights: Creditors may have claims on the entity's assets and may pursue legal action to recover debts if they are not adequately settled during the dissolution process.

  • Distribution of Remaining Assets: After settling debts and liabilities, any remaining assets are distributed to shareholders or partners as per the entity's governing documents or applicable laws.

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