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How to Dissolve an LLC: Complete 2026 Guide + Done-For-You Filing | Simple Consulting Services
✓ Filed in All 50 States ✓ Single Point of Contact ✓ 100% Human-Reviewed Filings

Dissolve LLC: Business Dissolution Services, Done For You

Closing a business is a legal event, not something you handle by walking away. When you're ready to dissolve LLC paperwork correctly, our business dissolution services manage the state filing, the IRS closeout, and every compliance detail in all 50 states, through one dedicated specialist from start to finish.

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Business owner signing LLC dissolution paperwork
Articles of Dissolution filed correctly, the first time.
$0 to $220
State filing fee range
2 to 6 Weeks
Typical processing time
50 States
50 different rulebooks, one team
1:1 Support
One specialist, start to finish
Quick Answer

How to Dissolve an LLC

To dissolve an LLC, you generally need to: (1) hold a member vote to approve dissolution per your operating agreement, (2) notify creditors and settle debts, (3) file final tax returns and close your accounts with the IRS and state, (4) cancel business licenses and out-of-state registrations, (5) file Articles of Dissolution (called a Certificate of Cancellation, Certificate of Termination, or Statement of Dissolution depending on the state) with your Secretary of State, and (6) distribute remaining assets and close the business bank account. Filing fees range from $0 to $220 depending on the state, and the process typically takes 2 to 6 weeks.

Reviewed by the Simple Consulting Services Compliance & Business Formation Team. Published August 27, 2026. Last updated August 29, 2026. Every filing fee and form name below was verified directly against the applicable Secretary of State (or equivalent) website and IRS.gov at the time of publication, with primary sources linked throughout this guide.
Dissolution Basics

What Does It Mean to Dissolve an LLC?

Dissolving an LLC is the formal, legal process of ending a limited liability company's existence with the state that created it. It is not the same as simply stopping operations, letting your registered agent lapse, or ignoring annual report notices. Until the state has your dissolution paperwork on file, your LLC still legally exists, which means it can still owe annual fees, franchise taxes, and reporting obligations even if it hasn't done business in years.

Articles of Dissolution: What It Actually Is

Articles of Dissolution is the official document an LLC (or corporation) files with the state to legally terminate its existence. It's the single most-searched term in this space because it's the actual paperwork that ends the entity. Everything else (the vote, the creditor notice, the final tax return) is a step that leads up to filing it, or a step that follows it during wind-up.

Stacks of business paper documents and file folders

Confusingly, states don't all use the same name for this document. Knowing your state's actual term matters if you're filling out forms or searching your Secretary of State's site:

What each state calls its dissolution document
Term usedStates that use it (examples)
Articles of DissolutionFlorida, New York, North Carolina, Wyoming, New Mexico, Oklahoma, Nevada, Oregon, Alabama, Illinois (corporations)
Certificate of Dissolution / CancellationCalifornia (LLC-3 / LLC-4/7), Michigan, Delaware, Ohio, Georgia (Certificate of Termination)
Certificate of TerminationTexas, Georgia
Statement of Dissolution / TerminationArkansas, Utah, Colorado, Wisconsin, Illinois (LLCs)
Articles of CancellationVirginia
Articles of TerminationArizona, Tennessee

Whatever your state calls it, the function is identical: it's the filing that officially closes your LLC's legal existence. See the state-by-state guide below for your exact form and fee.

Clearing Up Confusion

Dissolution vs. Withdrawal vs. Administrative vs. Judicial

Not every LLC closure is the same kind of event, and mixing these up is the single most common mistake we see. Confirm which situation actually applies to you before you file anything.

Voluntary Dissolution

The members choose to close the LLC and formally vote to dissolve, following the operating agreement or state default rules. This is what most people mean by "dissolve my LLC," and it's the process this guide covers in depth.

Withdrawal (Foreign)

Used when an LLC formed in one state is registered to do business in another state and wants to stop operating there, while staying active in its home state. You withdraw from the foreign state; you dissolve in the home state.

Administrative Dissolution

The state, not the members, shuts the LLC down, usually for missing annual reports, unpaid franchise taxes, or a lapsed registered agent. It's involuntary, back fees are still owed, and liability protection can get shakier in the meantime.

Judicial Dissolution

A court-ordered dissolution, typically requested by a member when the LLC is deadlocked, mismanaged, or one member is being frozen out. This situation generally needs a business litigation attorney, not just a filing service.

"Plan of Dissolution" and "Letter of Dissolution": What These Terms Mean

A plan of dissolution is the internal document (often part of the dissolution resolution) that lays out how the LLC will wind up its affairs: how debts get paid, how remaining assets get valued and split, and the timeline for doing it. A letter of dissolution usually refers to the written notice sent to creditors, vendors, or clients informing them the LLC is closing. It's the practical tool used to satisfy the "notify creditors" step. It is not the same as your Articles of Dissolution, though people often search for it expecting that.

Two people reviewing and signing a business dissolution agreement
The Full Process

Steps to Dissolve an LLC

Regardless of state, closing an LLC correctly follows the same core sequence. Skipping or reordering these steps is what leads to back taxes, rejected filings, and administrative dissolution notices months after you thought you were done.

How to close a small business (any entity type)

The logic below (vote or decide to close, notify creditors, file final tax returns, cancel your state filing, distribute what's left) applies to any small business structure. A sole proprietorship skips the state filing step; a corporation follows the same sequence but often needs a formally adopted plan of dissolution and, if taxed as a C-corp or S-corp, IRS Form 966 (see the IRS section).

1

Vote to dissolve and document it

Follow the dissolution procedure in your operating agreement. Put the vote in writing as a formal resolution, your paper trail if anyone questions the closure.

2

Notify creditors, settle debts

Most states give creditors a window (commonly 90 to 180 days) to submit claims once notified. Paying down obligations now avoids personal exposure during wind-up.

3

File final tax returns

File a final federal return (checking the "final return" box), your final state return, and settle sales or payroll tax accounts. See the IRS section below.

4

Cancel licenses & registrations

Every local license, seller's permit, and any state where you're registered as a foreign entity needs its own cancellation.

5

File your Articles of Dissolution

The filing that legally ends your LLC's existence with the state. Use the state-by-state table for your exact form, fee, and agency.

6

Liquidate & distribute assets

After debts and obligations are paid, remaining assets are distributed to members by ownership percentage.

7

Close accounts & contracts

Close the business bank account and cancel insurance, leases, and subscriptions once every outstanding payment has cleared.

8

Keep your records

Retain tax, financial, and formation records for at least 3 to 7 years to protect members if a claim or audit surfaces later.

⚠ The mistake that costs the most money

Owners who stop filing and paying instead of formally dissolving don't actually close anything. The LLC keeps accruing annual report fees and, in states like California, a minimum franchise tax for every year it remains on the books, active or not. Filing correctly and promptly is almost always cheaper than doing nothing.

Federal Closeout

How to Dissolve an LLC With the IRS

State dissolution and IRS closeout are two separate processes. Filing with your Secretary of State does not automatically close anything with the IRS. Based on the IRS's official closing-a-business guidance, here's what's required:

  • File a final tax return: Schedule C, Form 1065, or Form 1120/1120-S depending on how the LLC is taxed, with the "final return" box checked.
  • Settle employment taxes: final Form 941/944, W-2s, and the W-3 transmittal.
  • Report contractor payments: Form 1099-NEC for anyone paid $600 or more.
  • Cancel your EIN: a separate step from your state filing. See the EIN closeout options below.
Calculator and coffee mug on a desk while reviewing final tax paperwork

Closing Your EIN: Two Ways to Notify the IRS

Dissolving your LLC with the state does not close your EIN. The IRS only closes the business account tied to your EIN once you tell it directly, through one of two methods:

  • Send a closure letter. Mail or deliver in person a letter to the IRS with your business name, EIN, business address, and reason for closing, attaching a copy of the dissolution approval issued by your state (your filed Articles or Certificate of Dissolution). The IRS typically takes 2 to 3 weeks to process the request and close the account.
  • Check the "final return" box. When you file your LLC's last federal tax return, check the "final return" box on the form. Based on that box being checked, the IRS closes the EIN account automatically as part of processing the return, so no separate letter is needed if you use this route.

S Corp Dissolution: Where It's Different

An LLC that elected S-corp (or C-corp) tax treatment has one extra federal requirement most LLCs don't: IRS Form 966, Corporate Dissolution or Liquidation, due within 30 days of adopting a resolution to dissolve. Standard LLCs taxed as sole proprietors or partnerships don't need to file it. That's the key distinction between "S corp dissolution" and a typical LLC dissolution.

Budgeting For It

How Much Does It Cost to Dissolve an LLC?

State filing fees alone range from $0 to $220, but the real cost depends heavily on how clean your compliance history is going in.

Realistic total cost by scenario (2026)
ScenarioTypical total cost
DIY, single state, fully compliant, no back taxes$0 to $250
Using a dissolution filing service, single state$99 to $600
Multi-state LLC (dissolution plus withdrawals in each state)$400 to $1,500
LLC with back taxes, late annual reports, or lapsed compliance$1,000 to $5,000+
Attorney-assisted (disputes, judicial dissolution, complex assets)$1,000 to $5,000+

What actually drives cost beyond the base filing fee:

  • Back annual report fees: Florida, for example, charges a $400 late fee on a missed annual report.
  • Franchise or minimum taxes: California charges an $800 minimum annual franchise tax for every year an LLC existed, active or not.
  • Tax clearance requirements: Texas and Tennessee require a tax clearance certificate before accepting your dissolution filing.
  • Publication requirements: a small number of states require newspaper publication of the notice.
  • Fees that keep accruing: every week between "we're done" and "the state processed it" can add cost.
Dormant LLCs

Dissolving an LLC That Was Never Used

An LLC that never opened a bank account, never took on debt, and never conducted business still has to be formally dissolved. It doesn't expire on its own. Several states offer a simplified, often free, short-form process for exactly this situation.

Example: California's short-form option

California's LLC-4/8 Short Form Cancellation Certificate can be used, at no cost, if: the LLC was formed in California within the last 12 months, it has no debts or liabilities, all required tax returns have been (or will be) filed, no assets were acquired or all have been distributed, the business never conducted operations, at least half the members approved dissolution, and any investor funds have been returned.

Other states apply similar logic even without a dedicated short form. We check this for you as part of intake, so a dormant, never-used LLC gets the fastest and cheapest path available in your state rather than the full standard process by default.

State-by-State

LLC Dissolution Guide, All 23 States

Every state uses a different form, fee, and agency to process an LLC dissolution. The table below covers requirements as filed directly with each state's Secretary of State (or equivalent office) as of 2026. Full walkthroughs for the highest-volume states follow.

Office filing cabinet used for organizing business records
LLC dissolution requirements by state
StateForm / DocumentFiling FeeFiling AgencyTypical Processing Time
AlabamaArticles of Dissolution (filed with SOS and county Judge of Probate)$100 (SOS) plus $50 min. (Probate)AL Secretary of State + county Probate CourtVaries by county
ArizonaArticles of Termination (Form LL:0020)$35 (+$35 expedite)Arizona Corporation Commission~20 days standard / 2 to 3 days expedited
ArkansasStatement of Dissolution (Form LL-04)$50Arkansas Secretary of StateVaries
CaliforniaCertificate of Cancellation (LLC-4/7), plus Certificate of Dissolution (LLC-3) if required$0California Secretary of StateVaries (check current SOS processing times)
ColoradoStatement of Dissolution$10Colorado Secretary of StateImmediate (online)
DelawareCertificate of Cancellation$220 (+expedite options)Delaware Division of Corporations~2 to 3 weeks standard
FloridaArticles of Dissolution$25FL Division of Corporations (Sunbiz)2 to 3 business days (online)
GeorgiaCertificate of Termination (Form CD-415)$0 online / $10 mailGeorgia Secretary of State7 to 10 business days
IllinoisStatement of Termination (LLC-35-15); corporations use Articles of Dissolution (BCA 12.20)$5 (LLC) (+$50 expedite)Illinois Secretary of State7 to 10 business days
MichiganCertificate of Dissolution$10MI LARA, Corporations Division3 to 5 business days (mail/in-person only)
NevadaArticles of Dissolution$100 (+expedite $125 to $1,000)Nevada Secretary of State~1 week
New MexicoArticles of Dissolution (Form DLLC-DV)$27NM Public Regulation Commission~15 business days
New YorkArticles of Dissolution$60 (+expedite $25 to $150)NY Department of StateStandard mail; must file within 90 days of vote
North CarolinaArticles of Dissolution (Form L-07)$30NC Secretary of State3 to 5 days (online) / 7 to 10 (mail)
OhioCertificate of Dissolution$50Ohio Secretary of State3 to 5 business days
OklahomaArticles of Dissolution$50 (+$25 expedite)Oklahoma Secretary of State~1 week
OregonArticles of Dissolution$100Oregon Secretary of State~1 week
TennesseeNotice of Dissolution plus Articles of Termination (or Articles of Termination by Organizers)$20 per filingTN Dept of State (tax clearance required)3 to 5 business days
TexasCertificate of Termination (Form 651)$40Texas Secretary of State (Comptroller tax clearance required first)Standard processing
UtahStatement of Dissolution$0Utah Division of Corporations5 to 7 days
VirginiaArticles of Cancellation (Form LLC-1050)$25Virginia Corporation Commission1 to 2 weeks
WisconsinStatement of Dissolution or Termination (Form 510)$35 (+$25 expedite)WI Dept of Financial InstitutionsSame day (online)
WyomingArticles of Dissolution$60Wyoming Secretary of State5 to 10 business days

Fees and processing times change. We verify current requirements directly with the state at the time we file. Treat the table above as a planning reference, not a substitute for the live confirmation we run during your engagement.

How to Dissolve an LLC in California (and How to Cancel an LLC in California)

California requires filing a Certificate of Cancellation (Form LLC-4/7), this is your dissolve LLC California form, paired with a Certificate of Dissolution (Form LLC-3) unless the dissolution was approved unanimously by all members. Both forms carry a $0 filing fee. Note that California's own terminology calls the final step "cancellation," which is why so many owners search "how to cancel LLC California" rather than "dissolve." They're the same process. A never-used LLC formed within the past 12 months may qualify for the simplified LLC-4/8 short form instead. See the never-used LLC section above.

How to Dissolve an LLC in Texas

Texas requires a Certificate of Termination (Form 651), filed with the Texas Secretary of State for a $40 fee. If you searched "how to dissolve a corporation Texas," the answer is the same form and fee as an LLC. The catch: before the state will accept it, you need a Certificate of Account Status from the Texas Comptroller confirming all state taxes are paid. A printout from the Comptroller's website isn't sufficient.

How to Dissolve an LLC in Florida Online

Florida's dissolution is one of the most straightforward in the country: file your Articles of Dissolution Florida paperwork directly through Sunbiz's e-file system for a $25 base fee, so yes, you can file LLC dissolution online end to end in Florida. Processing typically posts within 2 to 3 business days.

Delaware LLC Dissolution (Delaware Dissolution of an LLC)

The Delaware LLC dissolution process, also searched as "delaware dissolution of llc" or the "state of Delaware dissolution of LLC," requires a Certificate of Cancellation filed with the Delaware Division of Corporations for a $220 fee. Before the state will process it, any franchise tax due, past or current year, must be paid. Standard processing takes about 2 to 3 weeks.

How to Dissolve an LLC in Arkansas

Arkansas's dissolution document is literally called a Statement of Dissolution (Form LL-04), filed with the Arkansas Secretary of State for $50, signed under penalty of perjury.

Dissolve LLC New York

New York's official document is called Articles of Dissolution, not a "certificate of dissolution New York," despite how often that phrase is searched, filed with the New York Department of State for a $60 fee. New York doesn't currently support filing dissolution paperwork online, so if you're searching "dissolve NY LLC online," mail remains the standard route. Importantly, New York requires this filing within 90 days of the dissolution vote.

How to Dissolve an LLC in Illinois (and How to Close an LLC in Illinois)

Illinois LLCs file a Statement of Termination (Form LLC-35-15) with the Illinois Secretary of State for a $5 filing fee, one of the lowest in the country. Searching "how to dissolve a corporation Illinois" instead? Corporations use Articles of Dissolution (Form BCA 12.20) instead.

Quick Answers for Every Other State

  • Dissolve LLC North Carolina: Articles of Dissolution (Form L-07), $30, 3 to 5 business days online.
  • Wyoming LLC dissolution: Articles of Dissolution, $60, by mail or in person, 5 to 10 business days.
  • Virginia LLC dissolution: Articles of Cancellation (Form LLC-1050), $25, 1 to 2 weeks.
  • Dissolution of LLC in Michigan: Certificate of Dissolution, $10. If you're searching "dissolve LLC Michigan online," you can't; Michigan requires mail or in-person delivery only.
  • Nevada LLC dissolution: Articles of Dissolution, $100, expedite options $125 to $1,000.
  • Alabama LLC dissolution: two filings, Secretary of State ($100) and county Judge of Probate (minimum $50).
  • Dissolution of LLC in Tennessee: tax clearance letter required first, then $20 per filing.
  • Georgia LLC dissolution: Certificate of Termination (Form CD-415), free online, $10 by mail.
  • Ohio LLC dissolution: Certificate of Dissolution, $50.
  • Utah LLC dissolution: Statement of Dissolution, no filing fee.
  • Colorado LLC dissolution: Statement of Dissolution online, $10, processed immediately.
  • Oregon LLC dissolution: Articles of Dissolution, $100.
  • Arizona LLC dissolution: Articles of Termination (Form LL:0020), $35, no tax clearance required.
  • New Mexico LLC dissolution form DLLC-DV: $27, ~15 business days.
  • Oklahoma dissolution of LLC entities: Articles of Dissolution, $50, same-day expedite available for $25 more.
  • Dissolution of LLC Wisconsin filings: Statement of Dissolution or Termination (Form 510), $35, same-day online.
Business owner thinking at his desk about closing his company
Why Owners Close Up

Common Reasons for Dissolving an LLC

The most common reasons for dissolving an LLC help clarify which process actually applies to your situation:

  • Financial struggles: rising costs, unexpected debt, or a prolonged downturn
  • Loss of market demand for the product or service
  • Partner disputes or a member departing without a succession plan
  • The original goal was achieved: the LLC did its job
  • Compliance fell behind: closing cleanly beats risking administrative dissolution
  • Retirement or a career change
  • Lack of time or resources to keep it properly run
  • The state already dissolved it administratively, and the owner is confirming next steps
What Comes Next

What Happens When You Close an LLC?

Can someone still sue my LLC after it's dissolved?

Often, yes, for a limited window. Most states allow claims against a dissolved LLC for a set period after dissolution, which is exactly why the creditor-notification step and record retention matter.

What happens to my EIN when I dissolve my LLC?

The IRS doesn't reassign or reuse EINs, so your number stays associated with the business permanently, but the business account tied to it is not closed automatically just because the state approved your dissolution. You need to notify the IRS separately, either by mailing or delivering a closure letter with your state-approved dissolution document attached (about 2 to 3 weeks to process), or by checking the "final return" box on your last federal tax return. See the IRS closeout section above.

Does dissolving an LLC hurt my personal credit?

Not directly. Dissolution itself isn't reported to personal credit bureaus. It only becomes a factor if you personally guaranteed business debt that goes unpaid.

Can I reopen or reinstate my LLC later?

Reinstatement (bringing an administratively dissolved LLC back into good standing) is possible in most states. A voluntarily and fully dissolved LLC generally cannot be reinstated; you'd form a new entity instead.

Our Business Dissolution Services

End-to-End, Not Just Paperwork

Most dissolution services stop at the paperwork. We don't. Because Simple Consulting Services runs Legal & Compliance, Finance & Tax, and administrative operations under one roof, we offer complete dissolution solutions where your filing, your final tax return, and your back-compliance cleanup all happen through one dedicated point of contact.

An old entrepreneur is worried for disolving LLC in the U

Legal & Compliance

State-correct Articles of Dissolution, creditor notice drafting, out-of-state withdrawal filings.

Finance & Tax

Final federal and state returns, back-tax and franchise tax cleanup, EIN closeout.

Single Point of Contact

One dedicated specialist manages the entire wind-down, start to finish.

100% Human-Crafted

Every filing is prepared and reviewed by our own compliance specialists, never auto-generated.

Single-State Dissolution

For a straightforward, single-state, single-entity closure

  • State-specific Articles of Dissolution, prepared and filed
  • Creditor notice drafting
  • License and permit cancellation checklist
  • EIN closeout letter to the IRS

Full Wind-Down (Growth Engine)

For LLCs with back taxes, multiple states, or lapsed compliance

  • Everything in Single-State Dissolution
  • Multi-state withdrawal filings
  • Back annual report and franchise tax cleanup
  • Final federal and state tax return preparation

Executive Ecosystem Wind-Down

For SaaS, multi-entity, and complex asset situations

  • Everything in Full Wind-Down
  • Asset liquidation and distribution support
  • Coordination with our partner network for judicial or contested dissolutions
  • Dedicated account manager through final closeout

Pricing

Every dissolution is priced based on your state, your compliance history, and whether back taxes are involved, the same variables that swing DIY costs from $250 to $5,000. Tell us your situation and we'll give you a fixed quote before any work begins, no surprise fees once we're in it.

FAQ

A Few More Questions

Most common questions are answered in the sections above. Here are a few more.

Can you dissolve an LLC online?

In many states, yes. Florida, Colorado, Wisconsin, and Georgia (among others) all offer online filing for LLC dissolution. Other states, including Michigan and New York, still require mail or in-person filing. Check the state guide above, or let us file dissolution paperwork for you using the fastest method available in your state.

What form do I need to dissolve my LLC?

It depends entirely on your state. See the state-by-state table above for the exact form name, whether it's called Articles of Dissolution, a Certificate of Cancellation, or a Statement of Termination.

How is dissolving a corporation different from dissolving an LLC?

The core process is similar, but corporations typically use a different state form than LLCs (in Illinois, for example, corporations file Articles of Dissolution while LLCs file a Statement of Termination), and corporations taxed as C-corps or S-corps must also file IRS Form 966, which most LLCs don't need.

What is a certificate of dissolution?

It's the term some states (including California and Michigan) use for the document that legally ends an LLC or corporation's existence, functionally the same as what other states call Articles of Dissolution or a Certificate of Termination.

Do I still owe fees if my LLC never made money?

Often, yes. Annual report fees and, in some states, minimum franchise taxes apply regardless of revenue or activity. This is exactly why dormant LLCs should be formally dissolved rather than left alone.

How long does it take to dissolve an LLC?

Most single-state dissolutions process in 2 to 6 weeks once the state receives your paperwork, and a number of states offer expedited processing for an added fee. Multi-state dissolutions, and LLCs with back taxes or lapsed compliance, typically take longer because those issues have to be resolved before the state will accept the filing.

Do I need a lawyer to dissolve my LLC?

Usually not. A straightforward, single-state dissolution with no disputes or back taxes is a filing task, not a legal proceeding, so most owners use a filing service rather than an attorney. A lawyer becomes necessary for judicial dissolution, contested member disputes, or complex asset situations, which is where we bring in our licensed partner network.

Is dissolving an LLC free?

The state filing fee ranges from $0 to $220 depending on the state, and a handful of states, including California and Utah, charge no fee at all for the dissolution filing itself. A $0 filing fee does not mean the process is free overall: any back taxes, franchise fees, or late-report penalties still have to be settled before the LLC is fully closed.

What happens if I don't file Articles of Dissolution?

The LLC keeps existing as a legal entity and keeps accruing annual report fees, franchise taxes, and compliance obligations, active or not. The state can eventually dissolve it administratively for non-compliance, but back fees remain owed at that point, and the process usually ends up costing more than filing correctly the first time.

Why Business Owners Trust Us

With Something This Final, You Want a Human

Human Specialists, Not Software
Every filing is prepared and reviewed by our own compliance team, never auto-generated, never outsourced to an anonymous queue.
One Point of Contact
You work with a single dedicated specialist across the legal filing and the tax cleanup, not a different vendor for each piece.
End-to-End, By Design
We built Simple Consulting Services specifically so business owners don't have to coordinate a lawyer, a CPA, and a filing service separately.
A note on scope: Simple Consulting Services provides administrative support, compliance management, and strategic planning around business dissolution. We are not a law firm and do not provide formal legal counsel, and our tax support does not constitute certified CPA advice. For dissolutions involving active litigation, contested judicial dissolution, or complex asset disputes, we coordinate with our licensed partner network as needed. This guide is for general informational purposes and shouldn't be relied on as legal or tax advice for your specific situation.

Ready to Close Your LLC the Right Way?

Tell us your state and situation. We'll confirm exactly what's required, give you a fixed quote, and handle the filing, the IRS closeout, and the tax cleanup, all through one dedicated specialist.

Get My Free Dissolution Quote Call (929) 924-9287