Should we continue with perpetual duration for our LLC?

UPDATED: Oct 9, 2011

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Should we continue with perpetual duration for our LLC?

We have a small LLC and have the duration listed as perpetual in our state application (WA). Should we keep it as perpetual or is this something we’d want to change in the future? We basically intend to keep it going for an indefinite time period, and I’d prefer not to change things unless it is necessary. Also, a member dropped out a couple years ago but we have kept the LLC going. Do we need to add clause in the operating agreement providing for the continuance of the LLC in the event of the death or withdrawal of a member?

Asked on October 9, 2011 under Business Law, Washington


FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

A limited liabilty company is a business entity similar to a corporation that is easier to create and easier to dissolve than a corporation. Pretty much all states in this country recognize the legality of a limited liability company.

If you foresee your business being run through this limited liability company to continuing on indefinitiely, then you should keep the duration of this entity as perpetual. It makes things much easier for the members this way.

There is really no reason to add a clause that the limited liability company will continue on in the event of the withdrawal or death of a member in that under the laws of all states recognizing limited liability companies, they continue on as a viable entity in the event of the change of member ownership.

Good question.

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