How to dissolve an LLC. Without leaving liability behind.
Dissolving an LLC is more than filing one form. Skip a step and the entity stays "active" on state records, which means continuing annual reports, franchise tax, and BOI updates indefinitely. This guide covers the 7 steps to dissolve properly, common mistakes that leave dormant liability, and our flat-fee dissolution service.
Step by step.
Members must approve dissolution per your operating agreement. Single-member LLC: written consent of the sole member. Multi-member: majority vote (or whatever threshold your operating agreement specifies). Document the resolution in writing; keep it in the company records.
Pay vendors, close contracts, return security deposits. If you cannot pay all creditors, consult an attorney before proceeding; dissolving an LLC with unpaid debts can trigger personal liability claims against members.
After paying creditors, distribute remaining cash and property to members per ownership percentages (or whatever the operating agreement specifies). Document distributions for tax reporting.
Most states call this "Articles of Dissolution," "Certificate of Cancellation," or "Statement of Dissolution." Filing fees range from $0 (Texas) to $138 (Massachusetts). Some states require tax clearance from the Department of Revenue before accepting dissolution paperwork.
Sales tax permits, employer accounts, business licenses, foreign qualifications in other states. Each must be terminated separately or the state continues to expect filings.
Mark "FINAL" on Form 1065 (multi-member) or Schedule C (single-member). Final state income tax return. Final sales tax return. Final employer returns (941, 940, state UI).
Mail a letter to the IRS requesting the EIN be closed. Include the legal name, EIN, business address, and reason. The EIN is not reissued; the closure is administrative.
Dissolution by state.
| State | Filing fee | Timeline | Special requirements |
|---|---|---|---|
| Texas | $0 | 7 days | None |
| California | $0 | 2-4 weeks | FTB tax clearance |
| Delaware | $200 | 1 week | None |
| New York | $60 | 2 weeks | Publication if formed in NYC |
| Florida | $25 | 3-5 days | None |
| Wyoming | $60 | 1 week | None |
| Illinois | $5 | 3-4 weeks | None |
| Pennsylvania | $70 | 2-4 weeks | DOR tax clearance |
| Massachusetts | $138 | 2 weeks | None |
| New Jersey | $120 | 3-6 weeks | DOR tax clearance + Treasury |
What to avoid.
Filing dissolution paperwork does not terminate the EIN, cancel sales tax permits, or close foreign-state registrations. Each requires separate action.
Missing the "FINAL" marking causes the IRS to expect ongoing filings. Penalties accumulate.
If you qualified in other states, dissolution in your home state does not terminate those qualifications. File "withdrawal" or "termination" in each foreign state.
BOI reporting continues until the entity is officially terminated on state records. Some states allow administrative dissolution after years of non-filing - but that is a non-clean exit.
Members who receive distributions while creditors are unpaid can be personally liable for those debts up to the distribution amount.