Closing your Medical Practice? Don’t forget to Wind Up!
You’ve decided that now is the time to close your healthcare entity (i.e. Medical Practice) for any number of reasons. However, you can’t simply close the doors and just walk away. There are a few steps that you need to take in order to comply with Federal and Florida law. One of the requirements is that you “wind up” your limited liability company (“LLC”).
After you’ve dissolved the company the company continues only for the purpose of winding up. During this process the LLC is required to discharge or make provisions for the company’s debts, obligations and other liabilities, as well as, settling and closing the company’s activities and affairs, including distribution of the assets of the LLC.
You may also have to prosecute and defend certain legal actions and proceedings even after dissolution, whether civil, criminal or administrative. The company would have to settle any disputes by mediation or arbitration and transfer title to the company’s real estate and other property.
If the dissolved company has no members (i.e. death of sole shareholder), the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the legal representative declines to do so, a person may be appointed to do so by the consent of the transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. Alternatively, a circuit court judge may order judicial supervision of the winding up of a dissolved LLC, including the appointment of one or more people to wind up the company’s activities and affairs. The person appointed by the court may also be designated trustees for or receivers of the company with the authority to take charge of the LLC’s property and to do all other acts that might be done by the LLC which may be necessary for the final settlement of the unfinished activities and affairs of the company. The powers of the trustees or receivers may be continued as long as the court deems necessary.
The dissolved company that has completed winding up may submit a statement of termination to the Department of Business Regulations including: (a) the name of the LLC; (b) the date of filing of its Articles of Organization; (c) the date of filing of its articles of dissolution; (d) the LLC has completed winding up its activities and affairs and has determined that it will file a statement of termination; and (e) other information as determined by the authorized representative.
Finally, the trustees may distribute property of the limited liability company discovered after dissolution, convey real estate and other property and take such other action as may be necessary on behalf of and in the name of the dissolved LLC.
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It should be noted that I am not your lawyer (unless you have presently retained my services through a retainer agreement). This post is not intended as legal advice, it is purely educational and informational, and no attorney-client relationship shall result after reading it. Please consult your own attorney for legal advice. If you do not have one and would like to retain my legal services, please contact me using the contact information listed above.
All information and references made to laws, rules, regulations, and advisory opinions were accurate based on the law as it existed at this time, but laws are constantly evolving. Please contact me to be sure that the law which will govern your business is current. Thank you.
