🧾 How to Dissolve an LLC
Officially close an LLC with your state and the IRS.
💰
State dissolution fees typically $0-$500; possible tax clearance fees
⏱️
Immediate filing confirmation; full wind-down often several weeks to months
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📋 Documents you'll need
- Operating agreement (voting rules)
- Articles of Dissolution form from the state
- Final tax returns and cancellation of EIN
- Proof that debts, taxes, and assets are settled
🪜 Step-by-step
- Hold a member vote to dissolve as required by your operating agreement.
- Wind down business: notify creditors, collect assets, pay debts and taxes, and distribute remaining property.
- Cancel licenses, permits, and registrations in every state where you operate.
- File Articles of Dissolution with the Secretary of State and pay the filing fee.
- Request a tax clearance certificate if your state requires one.
- File final federal, state, and payroll tax returns and close the EIN with IRS letter 170.
| Estimated cost | State dissolution fees typically $0-$500; possible tax clearance fees |
|---|---|
| Typical timeline | Immediate filing confirmation; full wind-down often several weeks to months |
Note This guide is general information and procedures, fees, and rules can change and vary by state or agency. The official authority is always the relevant government office and its official website. See our Disclaimer.
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Frequently asked questions
Can I just stop filing and let the LLC lapse?
No. Administrative dissolution does not stop annual fees, penalties, or personal liability for unpaid debts.
Do I need to cancel my EIN?
The EIN is never reused, but you should close the business account with the IRS by writing a letter after final returns.
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