Расторгнутая компания остается под судимостью: сроки исковой давности и риски для бизнеса

Article source: LLCBuddy Filing a certificate of dissolution does not erase your company’s legal history. It ends the entity’s ability to sign new leases, hire employees, open bank accounts, or take out loans, but it does not automatically end its exposure to the claims that history left behind. So can you sue a dissolved LLC? In most states, yes, for a defined stretch of time, and that window is probably the part business owners overlook most when they’re rushing to close the books. The reason is structural: a dissolved LLC doesn’t vanish the moment the paperwork is filed. It enters a “winding up” phase, and most state statutes keep it alive during that phase so it can be sued and pay what it owes. Existing lawsuits don’t collapse into legal limbo just because the company dissolved. Dissolution isn’t a legal force field. Think of it more like hospice: the company can still be served, still lose in court. It just can’t start anything new. What dissolution actually closes Dissolution and termination are not the same event, and the gap between them is where most of the confusion lives. Dissolution is the decision to stop. Winding up tends to mean settling accounts and paying creditors. Whatever’s left goes to members. Termination, or cancellation, is the final administrative step, and even that doesn’t always slam the door. According to LLCBuddy, which tracks LLC formation costs across all 50 states, state paperwork differs well beyond filing fees. Dissolution timelines are one of the clearest examples: what looks like a single national process is actually fifty separate sets of rules wearing the same name. Delaware’s LLC Act is blunt about this. Under Section 18-804 of the state’s LLC statute, a company winding up its affairs is currently required to set aside enough money to cover claims that, based on facts the company already knows, are likely to surface within ten years of dissolution. Delaware courts take that requirement seriously. In one case (the company had dissolved without reserving for a claim it already knew about), a judge nullified its certificate of cancellation, and the LLC came back into existence for that lawsuit. Ten years is not a typo. It’s a very long tail, and it’s the outer edge of what a Delaware LLC currently has to plan for if it dissolves with any hint of unresolved liability. The survival clock varies by state, and it’s shorter than you’d guess Texas takes a different, more literal approach. Under the Texas Business Organizations Code, a claim against a terminated entity is currently extinguished unless a lawsuit is filed within three years of the termination date. File before that anniversary and the entity keeps existing, on paper, just long enough for the case to run its course. Miss it, and the claim is gone regardless of how strong it was. Florida runs a notice-driven version of the same idea. Under Florida’s LLC dissolution statute, a dissolved LLC can file a notice with the state or publish one in a local newspaper. Either way, the notice invites anyone with an unknown claim to come forward. Once it goes out, claims not brought within four years are currently barred. It’s a mechanism the company controls: dissolve quietly and the exposure can linger. Publish the notice and the clock starts running toward a defined end. But California and New York take a looser stance. Both states let a dissolved LLC be sued without treating dissolution as an interruption at all, and neither sets a separate, short survival window the way Texas and Florida do. In practice, that means the ordinary statute of limitations for the underlying claim keeps ticking on its own schedule, largely unbothered by whatever date appears on the certificate of dissolution. In California, for example, that’s currently two years for a personal injury claim or four years for a claim on a written contract, under the state’s Code of Civil Procedure. Two clocks, not one This is the distinction that trips people up: the entity’s survival period and the claim’s statute of limitations are not the same clock, and they don’t always start on the same day. In Texas or Florida, a state statute puts a hard ceiling on how long the entity itself can be sued, no matter when the underlying injury or breach occurred. In California or New York, there’s effectively one clock: the statute of limitations attached to the claim itself. It runs from whenever the claim accrued, with or without dissolution. Someone injured by a defective product two years before an LLC dissolves in California may still have years left on their personal injury clock after the company is gone. Someone with the same claim against a Texas LLC hits a three-year wall instead. Section 11.359 caps the entity’s own survival, whether the injury happened last month or five years ago. There’s also a practical split most statutes draw between known and unknown creditors, and it changes how the clock behaves. A known creditor, someone the LLC already has an unpaid invoice with or is in a contract dispute with, usually has to be notified directly when the company dissolves. That notice often starts a shorter, separate deadline for that specific claim. Unknown creditors, people the company couldn’t have anticipated, are exactly who the longer statutory windows are built for: Texas’s three-year cutoff, Florida’s four-year notice period, Delaware’s ten-year reserve requirement, and California’s open-ended one. A landlord with an unpaid invoice and a customer hurt by a product sold two years earlier aren’t treated the same way, even though both are, technically, creditors of the same dissolved company. What a successful claim can actually reach Winning a lawsuit against a dissolved LLC and collecting on it are different problems. Once an LLC’s assets have been distributed to members, a creditor generally can’t chase the members personally beyond the value of what they actually received in that distribution. If a member walked away with $40,000 in dissolution proceeds, that $40,000 is typically the ceiling, not the company’s original balance sheet. That cap is precisely why the reserve requirements matter so much before a company dissolves. An LLC that pays out every dollar to members and leaves nothing behind still owes what it owed. The money’s just harder to collect now. Courts in several states have shown they’re willing to unwind that outcome when a company knew about a claim and distributed the money anyway. And there’s also the question of who actually gets served with the lawsuit once the company no longer has an office or a working phone number. Members who assume that closing the business also closes the mailbox are often surprised by the fact that a state’s default rules for service on a dissolved entity can outlive the LLC by design. The filing isn’t the finish line None of this means dissolution is pointless, and it isn’t a reason to avoid closing a company that’s genuinely done. It means the timing and the paperwork around it, especially notices to creditors and the order of asset distribution, carry more legal weight than the one-page form most people picture when they think about shutting down an LLC. Several states are structured to treat the filing date as the start of a countdown, not the end of one. The specific countdown depends on where the LLC was formed, and on whether the company followed its state’s notice procedures on the way out. The kind of claim matters too. A three-year Texas deadline and a four-year Florida notice period aren’t the same thing, and neither matches California’s open-ended exposure window. Treating them as if they were is how business owners end up served years after they thought the matter was closed. The state-law figures referenced above reflect each state’s requirements as of 2026 and may change. None of this is legal advice. It isn’t tax advice or financial advice either, and outcomes can vary considerably depending on your situation. An attorney licensed in the relevant state is the right person to map the exact exposure for a specific dissolution. LLCBuddy’s guidance is written by founder Steve Goldstein and other editors. LLCBuddy is not a law firm or a licensed filing service, and this article isn’t a substitute for advice from an attorney licensed in the relevant state. A dissolved LLC doesn’t close its file. It just changes what the file is waiting for.