How to Dissolve an LLC: Closing It Properly, Step by Step
An LLC does not die when you stop using it. It dies when you file the paperwork, and until then the state keeps billing it. Here is the full closing sequence: the vote, the wind-up, the state filing, and the final taxes, with the forms and fees for the states we cover.
Two ways an LLC ends
Voluntary dissolution is the one you choose: the members decide to close, wind the business down, and file the state's dissolution document. Administrative dissolution is the one the state chooses, after missed reports or unpaid taxes, and it comes with penalties, reinstatement projects, and a name left unprotected. Everything on our compliance page exists to keep you out of the second column. This page is about doing the first one correctly, because a business you are finished with still has a legal tail, and the tail is where the costs hide.
Step 1: decide and document it
Follow your operating agreement: most specify the vote required to dissolve (often a majority or all members) and sometimes list events that trigger dissolution automatically. Hold the vote, record it in writing with the date, and keep it with the company records. If your agreement is silent, your state's LLC statute supplies the default rule. This piece of paper looks like a formality until a former partner, a creditor, or the IRS asks when the company decided to close and who agreed. Then it is the whole answer.
Step 2: stop the meters first
Timing is money in a dissolution because several state charges run until the filing lands, not until you stop working. California is the extreme case: the $800 annual tax is owed for every year or part of a year until a certificate of cancellation is filed, so a December decision filed in January buys another $800. Annual report years work the same way in most states; dissolving before your anniversary month or filing window can save a full cycle. Check the deadline map for your state, then sequence the remaining steps to file inside the cheap window. One California grace note: an LLC cancelled within one year of organizing, on the short form (Form LLC-4/8), can escape its first-year $800 tax entirely.
Step 3: file the dissolution with the state
| State | Filing | Fee | Watch for |
|---|---|---|---|
| Alabama | Articles of Dissolution | $100 | The Business Privilege Tax remains due for every year until the dissolution is filed; the domestic form lists no tax-clearance attachment |
| Alaska | Articles of Dissolution | $25 | Dissolution requires the written consent of all members; the statute names no tax clearance step |
| Arizona | Articles of Termination | $35 | File after the wind-up: Arizona expects debts settled and assets distributed first |
| Arkansas | Statement of Dissolution (Form LL-04) | $45 online, $50 by paper | The mandatory $150 Final Franchise Tax Report is submitted with it, plus the prior year's $150 if still unpaid; it is a Secretary of State franchise tax gate, not a Department of Finance and Administration clearance |
| California | Certificate of Dissolution (LLC-3) plus Certificate of Cancellation (LLC-4/7); short form LLC-4/8 in narrow cases | No fee | The cancellation is the document that stops the $800 tax; file it within 12 months of your final tax return |
| Colorado | Articles of Dissolution, filed online | $10 | You do not have to file a Periodic Report first just to dissolve |
| Connecticut | Certificate of Dissolution | No fee | The $120 figure in many guides is the reinstatement fee, not dissolution |
| Delaware | Certificate of Cancellation | $220 | Plus all annual taxes through cancellation, and $50 for each registered series named |
| Florida | Articles of Dissolution, via Sunbiz | $25 | File after the wind-up decisions are made; the filing starts the formal end |
| Georgia | Certificate of Termination (Form CD 415) | $0 online, $10 by paper | Filed online, the state charges nothing at all; the $10 is the paper service charge |
| Hawaii | Articles of Termination (Form LLC-11) | $25 | No tax clearance for a voluntary termination; a tax writing is a reinstatement requirement instead |
| Idaho | Statement of Dissolution | No fee | A single free filing; no tax clearance step appears in the statute |
| Illinois | Statement of Termination (Form LLC-35.15) | $5 | The LLC must be in good standing to terminate; reinstate first if you are not |
| Indiana | Articles of Dissolution (State Form 49465) | $30 | The form also requires notice to the Department of Revenue and the Department of Workforce Development |
| Iowa | Statement of Dissolution | $5 | A statement of termination follows it; no tax clearance condition appears in section 489.702 |
| Kansas | Certificate of Cancellation (Form KC) | $30 online, $35 by paper, plus $20 per series | No Department of Revenue tax clearance conditions the filing |
| Kentucky | Articles of Dissolution (Form LLD) | $40 | No Revenue tax clearance is required to file; clearance is a reinstatement requirement instead |
| Louisiana | Dissolution by Affidavit | $125 | Only if the LLC is no longer doing business, has no debts, and owns no immovable property; undoing an affidavit dissolution requires a court order |
| Maine | Certificate of Cancellation (Form MLLC-11C) | $75 | Default dissolution requires the consent of all members; file after winding up |
| Maryland | Articles of Cancellation | No fee | Section 1-203(b)(14) sets no processing fee for cancellation documents; the filing must name a resident agent to serve for one year after termination |
| Massachusetts | Certificate of Cancellation | $100 | All annual reports must be filed and all Division fees paid first (950 CMR 112.19); $110 filed online or by fax |
| Michigan | Certificate of Dissolution | $10 | One single closing filing. Under section 450.4808(2), tax returns must be filed and taxes paid before assets are distributed; no clearance certificate is filed |
| Minnesota | Statement of Dissolution, then Statement of Termination | $55 online or in person, $35 by mail, each | Two filings: the dissolution alone does not end the LLC, the termination finishes it ($110 or $70 total) |
| Mississippi | Certificate of Dissolution | $50 | No tax clearance item appears among the section 79-29-205 filing contents |
| Missouri | Notice of Winding Up (Form LLC-13), then Articles of Termination (Form LLC-5) | $25 each | The Notice of Winding Up must be of record before the termination will be accepted ($50 total) |
| Montana | Articles of Termination | No fee | No tax item in the termination statute; the Department of Revenue certificate belongs to reinstatement and foreign withdrawal |
| Nebraska | Statement of Dissolution, then Statement of Termination | $25 online or $30 in office, then $30 | Dissolution publication is also mandatory: three successive weeks in a legal newspaper, at the newspaper's own price |
| Nevada | Articles of Dissolution | $100 | The $150 annual list and $200 business license keep renewing until the dissolution lands |
| New Hampshire | Certificate of Cancellation | $35 | A Department of Revenue Administration certificate of dissolution is required before the assets are distributed |
| New Jersey | Certificate of Cancellation | $100 | No tax clearance certificate is required for an LLC, per the Division's business endings guidance. The Division's portal FAQ lists the online ending charge as $125, so check the portal total at filing time |
| New Mexico | Articles of Dissolution | $25 | A single filing; no tax clearance appears among the statutory contents in section 53-19-41 |
| New York | Articles of Dissolution (Form DOS-1366-f) | $60 | The Department of State lists no tax clearance step for LLCs; the wind-up comes first |
| North Carolina | Articles of Dissolution (Form L-07) | $30 | The statute asks for the name and the effective date; keep the annual reports current going in |
| North Dakota | Articles of Dissolution and Termination | $20 | A single combined filing; no tax clearance condition appears in the Act |
| Ohio | Certificate of Dissolution (Form 616) | $50 | No tax clearance certificate attaches to the LLC form; Ohio's clearance mechanism is a corporation rule |
| Oklahoma | Articles of Dissolution | $50 | No tax clearance field or clearance filing appears in the Secretary of State's dissolution materials |
| Oregon | Articles of Dissolution | $100 | No Department of Revenue clearance precondition is stated in ORS 63.631 |
| Pennsylvania | Certificate of Termination (a Certificate of Dissolution before it is optional) | $70, or $140 for both filings | An LLC that transacted business must attach tax clearance certificates from Revenue and Labor and Industry to the termination |
| Rhode Island | Articles of Dissolution (Form 404) | $50 | The Secretary of State cannot accept it until all fees and taxes are paid, and the form certifies no outstanding tax obligations; no separate Division certificate is named |
| South Carolina | Articles of Termination | $10 | Section 33-44-805 states no Department of Revenue clearance precondition for the filing |
| South Dakota | Articles of Termination | $10 | Tax clearance is a reinstatement item here, not a voluntary closing one |
| Tennessee | Notice of Dissolution (Form SS-4246), then Articles of Termination (Form SS-4245) | $20 each | Department of Revenue tax clearance verification is required before the termination is accepted ($40 total) |
| Texas | Certificate of Termination (Form 651) | $40 | Must be accompanied by a Certificate of Account Status from the Comptroller proving franchise taxes are settled |
| Utah | Statement of Dissolution | No fee | The Division's fee schedule lists voluntary dissolution as No Charge; a statement of termination follows the wind-up |
| Vermont | Articles of Termination | $20 | A single closing filing; no tax clearance appears in the statute |
| Virginia | Articles of Cancellation | $25 | File only after winding up is complete; the tax certification in section 13.1-1056 applies to foreign LLCs, not to a domestic cancellation |
| Washington | Certificate of Dissolution | No fee | Free to file; settling the annual report record first keeps the file clean |
| West Virginia | Articles of Termination (Form LLD-9) | $25 | The signer self-certifies that tax responsibilities are complete; the Tax Division Letter of Good Standing belongs to reinstatement, not to closing |
| Wisconsin | Statement of Dissolution or Termination (Form 510) | $20 online, $35 paper | Add $25 for each delinquent annual-report year owed; filing a final tax return does not dissolve the entity at the Department of Financial Institutions |
| Wyoming | Articles of Dissolution | $60 | Winding up is mandatory under section 17-29-702; no tax clearance condition appears in the Secretary of State filing |
If the LLC is registered in other states as a foreign LLC, withdraw from those states too, with each state's withdrawal filing. Dissolving at home while a foreign registration lives on leaves that state's reports and fees running.
Step 4: wind up the business
Dissolution is a status; winding up is the work. In order: stop taking new business. Finish or hand off open contracts. Collect what customers owe you. Pay the company's creditors, or notify them of the dissolution and handle claims as your state's statute directs (several states have a formal creditor-notice procedure that limits how long claims can surface; use it). Settle taxes and payroll obligations. Then distribute whatever is left to the members in the proportions your operating agreement sets. Distributions before creditors are paid can be clawed back, which is why this order is not a suggestion. Members who took money out of a company that still owed taxes or vendors may find the liability follows the money.
Step 5: final tax filings and accounts
The LLC's last returns are marked as final: check the "final return" box on the federal return your classification requires (Schedule C for a disregarded single-member, Form 1065 for a partnership, Form 1120-S or 1120 for electing LLCs) and on your state returns. Texas requires the Comptroller's account-status certificate before the Secretary of State accepts the termination, as the table above notes. California requires the final Form 568 to be filed and the cancellation to follow within 12 months of it, or the $800 keeps accruing. Indiana's dissolution form requires notice to the Department of Revenue and the workforce agency. Close the activity accounts behind the returns: sales tax permits, employer withholding and unemployment accounts, and local licenses, each with its own closing step at its own agency. The EIN itself is the exception to everything in this paragraph: the IRS never cancels or reuses an EIN. The number stays attached to the defunct entity forever; you simply file the final returns under it and, if you want the account formally closed, write to the IRS asking to close the business account associated with it.
Step 6: close the rest, keep the records
Cancel the registered agent service once the state's filings are complete (not before; process and notices still need an address until the end). Close the business bank account after final checks and tax payments clear. Cancel insurance, subscriptions, and permits. Then keep the records: formation documents, the dissolution vote and filing confirmations, final returns, and bank statements, for at least the period your state and the IRS could come asking about, and practically for seven years. Selling the business instead of dissolving it is a different transaction entirely, an asset or membership sale with its own paperwork; if someone wants to buy what you built, do not dissolve first.
Common questions
How much does it cost to dissolve an LLC?
The state filing itself is cheap in most of the states we cover: $220 in Delaware, $125 in Louisiana when the LLC qualifies to dissolve by affidavit, $100 in Alabama, Massachusetts, Nevada, New Jersey, and Oregon, $75 in Maine, $70 to terminate in Pennsylvania (an optional dissolution filing can add a second $70), $60 in New York and Wyoming, $50 in Mississippi, Ohio, Oklahoma, and Rhode Island, and in Missouri across its two $25 filings, $45 online or $50 by paper in Arkansas, on top of its mandatory $150 Final Franchise Tax Report, $40 in Kentucky, Texas, and Tennessee across its two $20 filings, $35 in Arizona and New Hampshire, $30 in Indiana and North Carolina, $30 online or $35 by paper in Kansas, plus $20 for each series it has, $25 in Alaska, Florida, Hawaii, New Mexico, Virginia, and West Virginia, $20 in Wisconsin filed online, $20 in North Dakota and Vermont, $10 in Colorado, Michigan, South Carolina, and South Dakota, $5 in Illinois and Iowa, and no fee at all in California, Connecticut, Idaho, Maryland, Montana, Utah, and Washington, and in Georgia when you file online. Minnesota closes in two filings of $55 online or $35 by mail, each, and Nebraska in a $25 online or $30 statement of dissolution plus a $30 statement of termination, with a mandatory newspaper publication on top. The real costs are the ones around it: final tax preparation, any back reports or taxes owed to get into good standing first, and the charges that keep running until you file.
I never actually launched the business. Do I still have to dissolve?
Yes, if the LLC was formed, it exists, and its obligations run until dissolution. California owners learn this from an $800 bill for a company that never had a customer. One consolation there: cancelling within one year of organizing, on the short form, can eliminate the first-year tax. Everywhere else the same principle applies at smaller stakes: file the dissolution, file the final returns, be done.
What if I just stop filing and let the state dissolve it?
That is administrative dissolution, the expensive route. Penalties and back fees accumulate first, your name protection lapses, contracts and bank accounts can freeze at the worst moment, and in states like California the tax meter runs the whole time. Reinstating later, if you need the entity back, costs more than every filing you skipped. Voluntary dissolution on a quiet Tuesday is the cheapest exit that exists.
What happens to the LLC's debts and contracts after dissolution?
The winding-up process exists to settle them: creditors get paid or formally notified before members take distributions, and distributions taken ahead of creditors can be recovered. Contracts are finished, assigned, or terminated under their own terms. Dissolution does not erase obligations; it organizes their ending.
Do I owe California's $800 for my final partial year?
Generally yes: the tax is owed for each taxable year or part of one until the certificate of cancellation is filed, with two narrow exceptions (the one-year short-form cancellation, and a tax year of 15 days or less with no business conducted). File the cancellation promptly after the final return; the 12-month window matters.
How long does closing take?
The state filing is days. The full process is usually a few weeks, paced by collecting receivables, settling creditors, and the final tax returns. Businesses with employees, inventory, or open contracts should allow a couple of months and a tax professional's review.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.