How to Dissolve an LLC

Dissolving an LLC means voting to close it under the operating agreement, winding up its affairs (debts, taxes, accounts, licenses), and filing articles of dissolution or the state's equivalent so the state stops expecting reports and fees. The state filing costs nothing in 8 states and up to $220 in Delaware; the work is in the winding up, not the form. Here is the whole process, with each state's form and fee.

Voluntary dissolution versus administrative dissolution

The word covers two different events, and owners searching for one often need the other.

• Voluntary dissolution is the owners' decision. The members vote to close, the company winds up, and it files the state's dissolution or termination document. When the state accepts it, the LLC ceases to exist (or, in states with a two-step process, enters winding up and then ceases to exist). Reports and fees stop from the effective date. This guide is about voluntary dissolution.
• Administrative dissolution is the state's decision. The LLC missed its annual report, lost its registered agent or stopped paying a tax, and after notice the state dissolved, revoked or forfeited it. Nothing was wound up; the company's debts, contracts and tax accounts are still open, and in many states the owners can still be pursued. If this is what happened to your LLC, the path is either reinstatement or a deliberate wind-up, covered in how to reinstate an LLC and in the last section below.

Both terms, with good standing, certificate of good standing and the others states use, are defined in the glossary.

Why not just stop?

Because the state does not treat silence as closing. An LLC that simply stops operating keeps accruing report obligations and late fees until the state administratively dissolves it, which in 29 states happens after a single missed report. Along the way: the state's late penalties, a public record showing the company in default, and in California, Delaware and Tennessee an annual tax that keeps accruing with interest whether or not the business is operating.California's Franchise Tax Board, for example, keeps assessing the $800 annual tax every year until the Secretary of State has a cancellation on file. A filed dissolution is what turns all of that off.

How to dissolve an LLC, step by step

1. Vote to dissolve, the way the operating agreement says. Most operating agreements set a threshold (a majority, two-thirds or unanimity) and a procedure. If there is no operating agreement, the state's LLC statute supplies a default, usually a majority or unanimous consent of members. Record the vote in a written resolution with the date; several states ask for the date of the vote or the event that caused dissolution on the form, and banks and the IRS may ask for the resolution later.
2. Notify creditors and settle claims. Send known creditors written notice with a deadline for claims, pay what is owed, and keep records. Some states (Maryland and Nebraska among them) require a formal notice by registered mail or newspaper publication before or alongside the filing; most make it optional but reward it by cutting off late claims. Collect what is owed to the company too.
3. File final tax returns and close the accounts. Check the "final return" box on the LLC's last federal return (Schedule C, Form 1065 or 1120-S), file the final state return, final payroll returns and W-2s if it had employees, and the final sales tax return. Close the state tax accounts (sales tax permit, withholding, unemployment) with each agency. In Pennsylvania, Tennessee and Texas the business registry will not accept the filing that ends the company until the revenue department has cleared it, so this step comes before the filing there.
4. Cancel licenses, permits and registrations. City and county business licenses, professional licenses held in the company's name, DBAs, and the registered agent service. Each is a separate cancellation, and a licence left open can renew and bill the dissolved company.
5. File the articles of dissolution with the state. The document, its fee and where to file for your state are in the table below. Most states file online through the same portal that holds the company's record. A few require the LLC to be current on its reports first; a few require a tax clearance attached; a few split the filing into a notice first and a termination later.
6. Withdraw foreign registrations. If the LLC was registered to do business in other states, each of those states has its own certificate of withdrawal or cancellation with its own fee, and each keeps billing annual reports until it is filed. Dissolving in the home state does not withdraw the others.
7. File a final annual report where the state requires it. Some states require the current year's report (and any missed ones) before they accept a dissolution; the table's notes say which. Others stop expecting reports as of the effective date. If a report is due within weeks of the dissolution date, filing the dissolution first can avoid the fee, where the state allows it.
8. Distribute what is left and close the books. After creditors, remaining assets go to members in the proportions the operating agreement sets. Close the bank account last, after the final checks clear. Keep the records for the period your state and the IRS require (typically several years).

LLC dissolution forms and state fees by state

The filing that ends a domestic LLC in each state, as the state names it, and the state's fee for an LLC. 48 of 51 fees were read on the state's own form, fee schedule or statute on November 1, 2026; the 3 marked "see the state's portal" (District of Columbia, Nevada and New Mexico) publish no fee page we could read, or publish a figure that conflicts with the rest of their schedule, and we would rather send you to the state than print a guess. 3 states (Missouri, Pennsylvania and Tennessee) split the process into two filings.

What some states want before they accept the filing

Current on reports and fees

Delaware, Georgia, Kansas, Massachusetts, Michigan, New Jersey, Wisconsin and Wyoming will not accept a dissolution from an LLC that is behind on its annual reports or fees (or, in Delaware, its annual tax). In those states a company that let a report lapse pays the back report and penalty on the way out, and a company that has already been administratively dissolved or forfeited has to reinstate before it can dissolve, which is the roundabout path described in the last section.

A tax clearance first

Pennsylvania, Tennessee and Texas require the revenue department's clearance before the filing that ends the company is accepted. Texas is the strictest in practice: the Certificate of Termination must be accompanied by a Certificate of Account Status issued specifically for termination, requested from the Comptroller after the final franchise tax report is filed, and the Secretary of State will not accept a printout from the Comptroller's website in its place. Tennessee and Pennsylvania require tax clearance for the termination that actually ends the company. Request the clearance before anything else; it is the slowest step everywhere it applies. Rhode Island and West Virginia instead have the filer certify on the form that the company's taxes are paid and its tax filings complete, and Michigan has the LLC request a Treasury tax clearance within 60 days after filing. Most other states leave the tax side to the revenue department entirely, which does not make the final returns optional.

Two filings

Missouri, Pennsylvania and Tennessee separate the decision from the ending: a notice of dissolution or winding up tells the world the company is closing, and a later certificate or articles of termination ends it once the winding up is complete. Minnesota, Idaho and Iowa offer the same two steps but make the first one optional. The second filing is the one that stops the reports.

Winding up: what happens between the vote and the end

Every state's LLC statute gives a dissolved company a period to wind up: collect receivables, sell or distribute assets, pay or provide for debts, and deal with lawsuits. During that period the LLC exists only for those purposes. Practical order:

• Finish or assign open contracts, and tell customers and vendors the closing date.
• Collect what is owed to the company before you close the bank account that receives it.
• Pay creditors in the order the statute sets; members come last, and a member who takes a distribution ahead of a known creditor can be made to return it.
• Sell or distribute equipment, inventory and intellectual property, and document who received what.
• Keep enough in the account for the final tax bills and the dissolution fee, then close it.
• Set a records-retention plan; the tax authorities can still ask for the company's books after it is gone.

Closing the IRS business account

The EIN itself is never cancelled or reused, but once the final returns are filed the IRS will close the business account tied to it on written request, which stops notices to a company that no longer exists. The letter, what it must say and where to send it are at llc-ein.com. File the final returns first; the IRS will not close an account with returns outstanding.

What if the state already dissolved you?

An administratively dissolved LLC is in an odd position: the state's record says it has ended, but nothing has been wound up, and the owners may still want a clean close. Two ways through:

• Reinstate, then dissolve. Required in the states that only accept a dissolution from a company in good standing (Kansas, Massachusetts, New Jersey, Wyoming and others). It costs the reinstatement total plus the dissolution fee, and it gives the company a clean record showing a voluntary close. The reinstatement side is in how to reinstate an LLC.
• Wind up without reinstating. Allowed in many states, where an administratively dissolved LLC may still wind up its affairs, file final returns and distribute assets; some (Tennessee's Articles of Termination Following Administrative Dissolution, for one) have a specific filing for it. The state record keeps showing the administrative dissolution, which is the trade-off.

Either way, the tax accounts and the final returns are the part that matters most, because those are the obligations that follow the owners. The state's record is tidied second.

After the state accepts the dissolution

• Keep the stamped dissolution or termination with the final tax returns and the member resolution.
• Confirm each foreign-state withdrawal was accepted.
• Watch the mail for a few months: a final notice from a tax agency, an unpaid vendor or a licence renewal is normal and should be answered, not ignored.
• If you plan to run a business again, a new LLC is a new formation filing; the old company's name is released in most states after a period and is not held for you.