Guide
How to Dissolve an LLC: The State Filing Process, Step by Step
Formally dissolving an LLC means filing paperwork with the state where it was formed to end its legal existence. Skipping this step doesn't make the LLC disappear — the state keeps charging annual fees and taxes, and members can stay on the hook for compliance long after the business has actually stopped operating.
Updated August 2026
Quick Answer
Vote to dissolve per your operating agreement, settle debts and notify creditors, file Articles of Dissolution (or Certificate of Termination) with the same office that approved your formation, and close out state and IRS tax accounts. Most states also require your final annual report and any outstanding fees to be paid before they'll process the dissolution.
Step 1: Get member approval
Check your operating agreement for the required vote — most set a majority or supermajority threshold for dissolution. If the agreement is silent, state default rules typically require a majority of members to approve. Document the vote with a written resolution; some states ask for it as part of the dissolution filing.
Step 2: Wind up the business
Before filing anything with the state, settle known debts, formally notify creditors that the LLC is winding up, distribute remaining assets to members according to their ownership percentages, and cancel local licenses or permits that are no longer needed.
Step 3: File Articles of Dissolution with the state
This filing goes to the same corporations division or Secretary of State office that processed the LLC's original formation. States use different names for the form — Articles of Dissolution, Certificate of Termination, Certificate of Cancellation — but the effect is the same. Fees are typically modest, often under $100.
A number of states require a tax clearance certificate from the state revenue department before they'll accept the dissolution filing, confirming there's no outstanding state tax liability — building in extra time for this step avoids a rejected filing.
Step 4: Close out tax accounts
File final state and federal tax returns marked as final. If the LLC is fully closing rather than continuing under new ownership, close the associated IRS business account tied to the EIN, and cancel any state sales tax or employer withholding accounts that were registered separately from the entity itself.
What happens if you skip formal dissolution
Annual report fees and franchise taxes keep accruing on an entity that's never formally dissolved, even if it stopped operating years ago. The state can eventually dissolve it administratively for non-compliance — which is a different, worse status than a clean voluntary dissolution — and members can remain exposed to state penalties tied to the still-technically-active entity in the meantime.
Frequently Asked Questions
How long does LLC dissolution take?
Processing time depends on the state — some approve online dissolution filings within a day or two, while states that require a tax clearance certificate first can take several weeks.
Does dissolving an LLC cancel its EIN?
No. An EIN is a permanent IRS identifier that's never reused, but you can close the associated IRS business account by sending the IRS a letter with the legal name, EIN, and reason for closing.
Can I reinstate an LLC after dissolving it?
Voluntary dissolution is generally final, unlike administrative dissolution, which most states allow you to reverse by filing a reinstatement application and paying past-due fees within a set window — check with your state's Secretary of State or Corporations Division for the specific process and deadline.
Do I need to dissolve in every state I registered as a foreign LLC?
Yes — dissolving in your home state doesn't automatically end your registration in other states where you filed as a foreign LLC; each of those states requires its own separate withdrawal or termination filing.
This guide is informational only and is not legal or tax advice. Rules and fees vary by state — verify specifics on your state's Secretary of State office page. Last verified: August 2026.