How to Dissolve an LLC: Vote, State Filing and Final Taxes
The member vote, the state filing and the final tax returns, in the order they happen.
This page is one part of our step-by-step guide to closing a business.
To dissolve an LLC, the members approve it under the operating agreement, then wind up the business by notifying creditors, paying debts and distributing what's left. Then you file articles of dissolution (some states call it a certificate of cancellation) with the Secretary of State in your formation state, file final tax returns, and cancel licenses and registrations.
How to dissolve an LLC, step by step
01Vote to dissolve
Follow your operating agreement. If it's silent, your state's LLC law sets the default, which is often unanimous or majority member consent. Put the decision in a written consent signed by the members.
02Wind up the business
Finish or cancel open work, collect receivables, sell or license assets, and notify customers and vendors. Send written notice to known creditors. Many states have a formal notice process that sets a deadline for claims.
03Pay debts before members
Pay creditors, employees and taxes first. Members get distributions only from what's left. Paying members while debts are unpaid can make them personally liable.
04File with the state
File articles of dissolution or a certificate of cancellation with the Secretary of State where the LLC was formed. Some states require a tax clearance certificate first. If you registered to do business in other states, file a withdrawal in each one.
05File final tax returns
A single-member LLC taxed as a sole proprietorship files a final Schedule C with the owner's personal return. A multi-member LLC files a final Form 1065 and final K-1s, marked final. If the LLC elected corporate tax treatment, it files the matching corporate return. Also file final payroll and sales tax returns.
06Close accounts and registrations
Cancel business licenses, permits and DBA filings. Ask the IRS to close the business tax account after final returns are filed. Close the bank account last, after every check clears.
Before you file: your company data
Dissolving the entity is usually the point where owners cancel Slack, Google Workspace, the CRM and everything else. Export first. Operating records like chat history, email and CRM data are now licensed to AI companies, with published deals from tens of thousands to millions of dollars, and a deleted workspace can't be recovered.
Check what your data is worth · What to do with every asset
What it costs
State filing fees range from nothing to a few hundred dollars depending on the state. Some states also require annual fees or franchise taxes to be current before they'll accept the filing. Add your accountant's fee for final returns.
What happens if you just stop
An LLC you stop running but never dissolve usually stays active on state records. Annual reports and fees keep coming due, penalties build up, and eventually the state may administratively dissolve it. Filing properly ends those obligations and limits members' liability for future claims.
Next in this series: closing down a business checklist and how to dissolve a corporation.
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Related step-by-step guides
Common questions
How long does it take to dissolve an LLC?
The state filing itself is often processed in days to a few weeks. Winding up, paying debts and filing final taxes usually takes one to three months for a small LLC.
Can I dissolve an LLC online?
Most states accept dissolution filings online through the Secretary of State's website.
Do I need a lawyer to dissolve an LLC?
Not for a simple single-member LLC with no debts. Get one if there are multiple members who disagree, unpaid debts, or ongoing contracts.
What happens to the LLC's assets?
They're sold or distributed. Creditors are paid first, and members receive what remains according to the operating agreement.