How to Dissolve an LLC
Dissolving or closing your LLC can be a complicated process, but it's an important one. If you don't follow the proper steps, you could be held liable for any debts or obligations that your LLC has incurred. In this guide, we'll walk you through the process of dissolving your LLC and provide links to specific information for your state.
State Guides
Our state dissolution guides are an essential research for anyone looking to dissolve their LLC. We've compiled all the information you need to know about the process in your state, including links to the relevant forms and fees.
These guides are especially helpful because the requirements to close an LLC can vary widely from state to state. For example, some states require you to publish a notice of your intent to dissolve your LLC in a local newspaper, while others do not. Some states require you to file a certificate of dissolution, while others do not. Some states require you to pay a fee to dissolve your LLC, while others do not.
To get the most accurate information possible to wind up your LLC, we recommend that you read our state guides carefully and follow the instructions provided. To get started, select your state from the list below.
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- District of Columbia
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
Steps to Dissolve an LLC
If you're looking for a general overview of the steps you'll need to take to dissolve your LLC, we've got you covered. In this section, we'll walk you through the process of dissolving your LLC, step by step.
Step 1: Hold a Meeting of the Members
The first step in dissolving your LLC is to hold a meeting of the members. This meeting should be held at least 30 days before you plan to dissolve your LLC. At this meeting, you should discuss the reasons for dissolving your LLC and vote on whether or not to dissolve it.
All members of your LLC should be present at this meeting. If any members are unable to attend, they should be given the opportunity to vote by proxy. If you have any questions about how to hold a meeting of the members, you should consult an attorney.
You can refer to your LLC's operating agreement on how to proceed with a dissolution, or follow your state's dissolution laws.
In this meeting, the members should discuss the following:
- The reasons for dissolving the LLC
- The date on which the LLC will be dissolved
- The distribution of assets and liabilities
- The distribution of profits and losses
- The distribution of any remaining assets after all debts have been paid
Members will also need to vote on whether or not to dissolve the LLC. If a majority of the members vote to dissolve the LLC, the decision will be recorded in the minutes of the meeting.
Step 2: Filing the Final Tax Return
In some states, you may need to get a tax clearance certificate before you can dissolve your LLC. This certificate is issued by the state's department of revenue and certifies that you have paid all of your taxes. If you need to get a tax clearance certificate, you should contact your state's department of revenue for more information.
Generally, filing your tax return and paying any owed taxes will satisfy this requirement.
In your final tax return, you will need to indicate that this is your final tax return and that you are dissolving your LLC. You will also need to indicate the date on which you plan to dissolve your LLC.
Even if the state does not require a tax clearance certificate, you should still file your final state and federal tax return and pay any owed taxes and also final employment tax returns to make sure you are not liable for unpaid payroll taxes.
Step 3: Filing the Articles of Dissolution
Once you have held a meeting of the members and filed your final tax return, you will need to file the articles of dissolution with the state. The articles of dissolution are a document that officially dissolves your LLC. You can find the articles of dissolution for your state on the website of your state's secretary of state.
This might also be called a certificate of dissolution or certificate of cancellation.
This form requires you to provide details on the company and the members of the LLC. It should also include if and how any remaining assets will be distributed and how any remaining liabilities will be paid.
You will also need to pay a filing fee when you file the articles of dissolution. This fee varies from state to state, but it is usually around $100.