How Long Does an LLC Last (Duration and Limitations Guide)

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: March 21, 2024
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How long an LLC can operate depends on the operating agreement of the LLC business structure. In general, LLCs can operate until their members dissolve it.

With years of experience as a business consultant and a thorough investigation into the subject, I have delved into the intricacies of LLC operations and expiration.

I’ve also consulted with our legal advisors and lawyers with many years of experience in this field to provide you with all the necessary information on this topic.

This article aims to provide a comprehensive understanding of the expiry dates associated with LLCs.

Quick Summary

  • An LLC can operate indefinitely as long as it complies with legal requirements and maintains its business activities with no predefined expiry date.
  • Perpetual LLCs offer ongoing existence and limited liability protection to members, allowing for flexibility and stability in business operations.
  • According to the U.S. Bureau of Labor Statistics, more than 80% of new businesses make it through their first year, yet fewer than half endure beyond five years, highlighting the critical need for strategic planning to achieve sustained success. 
  • I've concluded that the ability of an LLC to operate without a predefined expiration date greatly enhances its appeal to entrepreneurs looking for a durable business structure.


How Long Can an LLC Operate?

An LLC can operate indefinitely as long as it continues to comply with legal requirements and maintain its business activities.

Unlike some business structures, an LLC has no predefined expiration date.

However, its duration may be subject to state regulations and the terms specified in its operating agreement.

Many entrepreneurs and business owners prefer operating an LLC due to its flexibility and longevity.

Filing articles of organization and paying the filing fees can also determine the LLC duration. Most states require LLCs to file annual reports to maintain their active status. If an LLC has a specific dissolution date, it must adhere to it.

Drawing from my experience, I recommend to consult with a legal entity or LLC's agent and adhere to state laws to ensure the legitimate and uninterrupted operation of an LLC for an extended period.

Perpetual LLCs

An LLC owner working late at night at the office and searching how long can an llc operate

A perpetual LLC is a type of business entity that offers ongoing existence and limited liability protection to its LLC members.

Unlike traditional corporations, perpetual limited liability companies do not have set termination dates and can continue to operate indefinitely [1].

This structure allows for flexibility and stability in business operations. Perpetual LLCs offer advantages such as asset protection, pass-through taxation, and ease of management.

"Remember, even perpetual LLCs can be dissolved involuntarily. Failure to comply with state filing requirements or annual reports can lead to administrative dissolution by the state."

- Jon Morgan, CEO, Co-Founder & Editor-in-Chief of Venture Smarter

Expiration Dates

A limited liability company does not have a specific expiry date, unlike some other business entities.

However, there are certain circumstances where an LLC may have an expiry date or a predetermined end date.

Here are some key points to consider regarding expiration dates and their implications for LLC operations:

  • Operating Agreement: The LLC operating agreement can include provisions related to the duration of the LLC, including whether it has a specific expiry date or an indefinite duration [2]. If an expiry date is specified in the operating agreement, the LLC will dissolve automatically on that date, subject to any provisions for renewal or extension outlined in the agreement.
  • State Laws: Each state has its laws governing LLCs, and these laws may differ regarding the existence and expiration of LLCs. Some states allow for the perpetual duration, while others may require LLCs to include an expiration date in their legal documents.
  • Dissolution and Wind-Up: If an LLC reaches its expiry date without being renewed or extended or the LLC members voluntarily decide to dissolve the LLC before its expiration date, dissolution, and wind-up begin [3].

Reasons for Dissolution

A man ready to go due to a dissolution

Reasons for the dissolution of an LLC can vary, but they often involve legal paperwork forms for a dissolution of an LLC and the involvement of the LLC's registered agent.

According to Lending Tree, the first-year failure rate for businesses in the US saw a jump from 18.4% in 2020 to 20.8% in 2021.

Dissolution may occur due to the following:

  • Expiration of the company's perpetual existence
  • Voluntary closure
  • Non-compliance with state's office requirements
  • Member’s death

It is important to follow the proper legal procedures and file the necessary legal documents to initiate the dissolution process.

From my own experience in assisting businesses with their closure procedures, I've learned that meticulous attention to legal details not only streamlines the dissolution but also minimizes potential legal hurdles, ensuring a smoother transition for all parties involved.

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FAQs

Does an Operating Agreement Determine the Lifespan of an LLC?

An operating agreement plays a crucial role in determining the lifespan of an LLC. This legal document outlines the duration of LLC operations, specifying factors like LLC expiration dates and the expected duration of its existence.

The operating agreement clarifies how long an LLC can last, helping establish its legitimate lifespan.

Do I Have to Renew My LLC Every Year

You have to renew your LLC annually to maintain its legal status and ensure its continued operations. LLCs have expiry dates and require periodic renewal to stay active.

The duration of LLC operations can vary, but regular renewal is necessary to comply with regulations and preserve the legitimacy of your business.


References:

  1. https://smallbusiness.chron.com/meant-perpetual-llc-62512.html
  2. https://content.ces.ncsu.edu/limited-liability-companies-operating-agreement-components-and-sample-language
  3. https://www.wolterskluwer.com/en/expert-insights/dissolving-winding-up-and-terminating-a-limited-liability-company

About The Author

Author
Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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