How to dissolve an LLC
Closing, canceling, or terminating an LLC is the same goal: a formal state filing so annual fees stop and the liability shield winds up cleanly. Here is the right order, 50-state fees, and what to do with the IRS after you file.
Why you should dissolve an LLC formally
An LLC does not disappear when you stop using it. The Secretary of State still expects annual or biennial reports and, in many states, franchise tax. Formal dissolution (sometimes labeled cancellation or termination) is the filing that ends those obligations and documents that members wound the company up.
For the federal checklist — final returns, employment taxes, and closing accounts — start with the IRS guide to closing a business.
How to dissolve an LLC: 7 steps
- 1
Vote to dissolve.
Members vote under your operating agreement's dissolution clause (or your state's default — usually a majority of membership interests). Put the resolution in writing and keep it with your company records.
- 2
Settle debts and wind up.
Pay known creditors, end contracts, cancel subscriptions, and resolve litigation. Distribute remaining assets to members per the operating agreement. Most states expect winding up before (or with) the dissolution filing.
- 3
Cancel licenses, accounts, and foreign registrations.
Close state/local licenses, sales-tax and employer accounts, and DBAs. File a withdrawal / certificate of surrender in every state where the LLC was foreign-qualified — those states keep billing even after the home LLC is gone.
- 4
Get tax clearance where required.
Nine states will reject Articles of Dissolution until the tax agency signs off (see table below). Start clearance early — it often takes 4–8 weeks. Everywhere else, skip to the Secretary of State filing.
- 5
File Articles of Dissolution with the Secretary of State.
File your state's form (Articles of Dissolution, Certificate of Cancellation, or Certificate of Termination). Fees are usually $0–$200. Attach tax clearance if your state requires it. Keep the stamped confirmation.
- 6
File final federal and state tax returns.
Mark the final Form 1065 / 1120-S / 1120 (or Schedule C) as the final return. Then close the EIN by mailing a letter to the IRS (details in FAQ). Domestic US entities no longer file BOI reports after FinCEN's March 2025 rule.
- 7
Close bank accounts and keep records.
Distribute remaining funds, close the business bank account, and keep dissolution paperwork, tax returns, and financials for at least 7 years.
Dissolve vs cancel vs terminate
Search results mix these words because states do. Use your home state's form name:
- Dissolve — common label (e.g. Florida Articles of Dissolution on Sunbiz).
- Cancel — Delaware Certificate of Cancellation; California Certificate of Cancellation (LLC-4/7).
- Terminate — Texas Form 651 Certificate of Termination; Georgia Certificate of Termination.
Closing an LLC in plain English means completing that state filing plus the IRS wind-down. It is not the same as selling membership interests or converting to a corporation.
How long does it take to dissolve an LLC?
Most Secretaries of State process Articles of Dissolution in 1–4 weeks once accepted. The long pole is tax clearance: in CA, DE, HI, NV, NJ, NY, TN, TX, and WV you often wait 4–8 weeks for the tax agency before the SOS will accept the filing. Budget 6–10 weeks end-to-end in those states; 2–4 weeks if your state has no clearance requirement and annual reports are current.
How much does it cost to dissolve an LLC?
- State dissolution fee: $0–$200 (see full table below). Florida $25, Texas $40, New York $60, Delaware $200, California SOS $0.
- Tax clearance: usually no separate fee, but unpaid tax must be settled first.
- Final tax return preparation: roughly $200–$1,500 depending on complexity.
- Catch-up annual reports / franchise tax: often required before the SOS accepts dissolution.
LLC dissolution fees by state (2026)
SOS filing fees for domestic LLC dissolution / cancellation / termination. Verify on the official state portal before you file — schedules change. Tax-clearance states are marked.
| State | Form (typical) | Fee | Tax clearance | Filing |
|---|---|---|---|---|
| Alabama (AL) | Articles of Dissolution (Domestic LLC) | $100 | No | Online / mail |
| Alaska (AK) | Articles of Dissolution (Form 08-490) | $25 | No | Mail only |
| Arizona (AZ) | Articles of Termination (Form L022) | $35 | No | Online / mail |
| Arkansas (AR) | Statement of Dissolution (Form LL-04) | $50 | No | Online / mail |
| California (CA) | LLC-4/7 Certificate of Cancellation (+ LLC-3 if debts/assets) | $0 | Yes | Online / mail |
| Colorado (CO) | Statement of Dissolution | $10 | No | Online only |
| Connecticut (CT) | Certificate of Dissolution (LLC) | $50 | No | Online / mail |
| Delaware (DE) | Certificate of Cancellation (LLC) | $200 | Yes | Mail only |
| Florida (FL) | Articles of Dissolution (Sunbiz) | $25 | No | Online / mail |
| Georgia (GA) | Certificate of Termination (CD 415) | $10 | No | Online / mail |
| Hawaii (HI) | Articles of Termination (Form LLC-11) | $25 | Yes | Online / mail |
| Idaho (ID) | Statement of Dissolution | $0 | No | Online / mail |
| Illinois (IL) | Statement of Termination (Form LLC-35.15) | $5 | No | Mail only |
| Indiana (IN) | Articles of Dissolution (State Form 49465) | $30 | No | Online / mail |
| Iowa (IA) | Statement of Dissolution (online) | $5 | No | Online only |
| Kansas (KS) | Certificate of Cancellation (Form DS) | $35 | No | Online / mail |
| Kentucky (KY) | Articles of Dissolution (Form LLD) | $40 | No | Online / mail |
| Louisiana (LA) | Affidavit to Dissolve LLC | $100 | No | Online / mail |
| Maine (ME) | Certificate of Cancellation (Form MLLC-11C) | $75 | No | Mail only |
| Maryland (MD) | Articles of Cancellation | $100 | No | Online / mail |
| Massachusetts (MA) | Certificate of Cancellation | $100 | No | Online / mail |
| Michigan (MI) | Certificate of Dissolution (Form CSCL/CD-731) | $10 | No | Online / mail |
| Minnesota (MN) | Statement of Dissolution / Articles of Termination | $35 | No | Online / mail |
| Mississippi (MS) | Certificate of Dissolution | $25 | No | Online only |
| Missouri (MO) | Notice of Winding Up (LLC 13) + Articles of Termination (LLC 5) | $25 | No | Online / mail |
| Montana (MT) | Articles of Dissolution / Termination | $15 | No | Online only |
| Nebraska (NE) | Statement of Dissolution | $10 | No | Online / mail |
| Nevada (NV) | Articles of Dissolution (NRS Ch. 86) | $100 | Yes | Online / mail |
| New Hampshire (NH) | Certificate of Cancellation (Form LLC-7) | $35 | No | Online / mail |
| New Jersey (NJ) | Certificate of Cancellation | $125 | Yes | Online / mail |
| New Mexico (NM) | Articles of Dissolution | $25 | No | Online only |
| New York (NY) | Articles of Dissolution (DOS-1366-f) | $60 | Yes | Mail only |
| North Carolina (NC) | Articles of Dissolution (Form L-07) | $30 | No | Online / mail |
| North Dakota (ND) | Articles of Dissolution | $20 | No | Online / mail |
| Ohio (OH) | Certificate of Dissolution (Form 616) | $50 | No | Online / mail |
| Oklahoma (OK) | Articles of Dissolution (SOS Form 0080) | $50 | No | Online / mail |
| Oregon (OR) | Articles of Dissolution | $100 | No | Online / mail |
| Pennsylvania (PA) | Certificate of Dissolution (DSCB:15-8872) | $70 | No | Online / mail |
| Rhode Island (RI) | Articles of Dissolution (Form 404) | $50 | No | Online / mail |
| South Carolina (SC) | Articles of Dissolution | $10 | No | Online / mail |
| South Dakota (SD) | Articles of Dissolution | $10 | No | Online / mail |
| Tennessee (TN) | Articles of Termination (Form SS-4245) | $20 | Yes | Online / mail |
| Texas (TX) | Certificate of Termination (Form 651) | $40 | Yes | Online / mail |
| Utah (UT) | Statement of Dissolution | $15 | No | Online / mail |
| Vermont (VT) | Articles of Termination | $20 | No | Online / mail |
| Virginia (VA) | Articles of Cancellation (Form LLC1050) | $25 | No | Online / mail |
| Washington (WA) | Certificate of Dissolution | $0 | No | Online / mail |
| West Virginia (WV) | Articles of Termination (Form LLD-7) | $25 | Yes | Online / mail |
| Wisconsin (WI) | Articles of Dissolution (Form 510) | $20 | No | Online / mail |
| Wyoming (WY) | Articles of Dissolution | $60 | No | Mail only |
Not legal advice. Fees and form numbers change — confirm on your state's Secretary of State (or equivalent) website before filing.
States that require tax clearance before dissolution
In these nine states, get the tax agency's sign-off before the Secretary of State will accept your dissolution package:
| State | SOS fee | Tax agency / how |
|---|---|---|
| California (CA) | $0 | CA Franchise Tax Board (FTB) — File final Form 568; FTB must show account current before SOS accepts cancellation |
| Delaware (DE) | $200 | DE Division of Corporations / Franchise Tax — Pay all franchise tax ($300/yr LLC min) current through cancellation date; SOS rejects if tax delinquent |
| Hawaii (HI) | $25 | HI Dept of Taxation — Tax clearance certificate required before DCCA accepts termination |
| Nevada (NV) | $100 | NV Dept of Taxation / SOS — Business license and state business tax current; clearance before dissolution accepted |
| New Jersey (NJ) | $125 | NJ Division of Taxation — Tax clearance certificate required — request via NJ Taxation; 6-8 weeks typical |
| New York (NY) | $60 | NY Dept of Taxation & Finance — Consent / clearance from NY Tax Dept required with dissolution filing |
| Tennessee (TN) | $20 | TN Dept of Revenue — Tax clearance required before SOS accepts termination |
| Texas (TX) | $40 | TX Comptroller — Certificate of Account Status for Dissolution/Termination (Form 05-305) — obtain from Comptroller first, attach to Form 651 |
| West Virginia (WV) | $25 | WV State Tax Dept — Tax clearance certificate required before SOS filing |
State-specific notes (high-volume states)
Florida
File Articles of Dissolution through Sunbiz (Florida Division of Corporations) — $25. No tax clearance. Your annual report must be current or Sunbiz rejects the filing.
Texas
Get a Certificate of Account Status for Dissolution / Termination from the Texas Comptroller (Form 05-305) first, then file Form 651 Certificate of Termination with the Secretary of State ($40). Allow 6–10 weeks total.
California
File LLC-4/7 Certificate of Cancellation (and LLC-3 when the LLC had debts or assets to wind up) with the Secretary of State — $0 SOS fee. File a final Form 568 with the Franchise Tax Board and pay any remaining $800 minimum franchise tax for the partial year. Short-form LLC-4/8 may apply if you cancel within 12 months with no business and no debts.
New York
File Articles of Dissolution (DOS-1366-f) by mail ($60). New York requires tax department consent with the dissolution package. Biennial statements should be current. Confirm current instructions on the NY Department of State site.
Delaware
File a Certificate of Cancellation with the Division of Corporations (~$200, mail). Franchise tax must be paid through the cancellation date or Delaware will reject the filing.
What happens if you just stop using the LLC
The state keeps invoicing annual reports and franchise taxes. After 1–3 years of non-compliance you may be administratively dissolved, hit with late fees, and listed as delinquent. If creditors appear during that limbo and winding-up was incomplete, members can lose protection they thought they had. Formal dissolution is almost always cheaper than cleanup or reinstatement.
After you dissolve an LLC
- Keep dissolution paperwork, tax returns, and financial records for at least 7 years.
- The EIN is permanent — never reassigned, even after you close the account with the IRS.
- Restarting the same business later means forming a new LLC and getting a new EIN — you cannot revive the dissolved entity's EIN for a new company.
Common mistakes when closing an LLC
- Filing dissolution before settling debts or tax clearance
States can reject the filing or leave you stuck waiting on a certificate you should have started first.
- Forgetting foreign qualifications
Out-of-state registrations keep billing long after the home LLC is gone.
- Skipping the final tax return
Without the final-return box checked, the IRS keeps expecting filings — and penalties stack.
- Letting the state administratively dissolve
Cheaper to dissolve formally for $0–$200 than to deal with late fees, reinstatement, and creditor exposure.