How to Dissolve an LLC in Any State
Closing your LLC requires more than just stopping operations. Each state has a formal dissolution process — file paperwork, notify creditors, close tax accounts, and cancel your EIN. Filing fees range from $5 (Iowa) to $500 (Massachusetts). Find your state's exact requirements below.
By Edmond Hui · Last updated: January 2026
How to Dissolve an LLC: 7-Step Overview
- 1Vote to dissolveMembers must formally agree to dissolve the LLC. Review your operating agreement for required vote thresholds — most require a majority or unanimous vote. Document the decision in writing.
- 2File Articles of DissolutionSubmit your dissolution form to the Secretary of State and pay the filing fee. Fees range from $5 (Iowa) to $500 (Massachusetts). Most states accept online filings. Processing takes 1–15 business days depending on the state.
- 3Notify creditorsFormally notify all known creditors in writing. Most states require a notice period (typically 90–120 days) during which creditors can submit claims. Check your state's LLC Act for the exact requirement.
- 4Close state tax accountsFile a final state tax return and close your state tax accounts. Many states require tax clearance before dissolution is final — contact your state's Department of Revenue to confirm your LLC has no outstanding tax obligations.
- 5Cancel your EINSend a letter to the IRS (Cincinnati, OH 45999) requesting cancellation of your EIN. Include your LLC name, EIN, the reason for cancellation, and your signature. The IRS does not reuse or reassign EINs.
- 6Distribute remaining assetsAfter paying all debts and obligations, distribute remaining assets to members according to their ownership percentages (or as specified in your operating agreement). Document all distributions.
- 7Confirm dissolution is completeVerify your LLC is no longer listed as active in the state's business registry. Keep all dissolution records for at least 7 years — Articles of Dissolution, final tax returns, creditor notices, and asset distribution records.
Dissolution Guides by State
All 50 state dissolution guides published.
Frequently Asked Questions
How much does it cost to dissolve an LLC?
State dissolution filing fees range from $5 (Iowa) to $500 (Massachusetts). Most states charge between $10 and $100. Additional costs may include certified copies of dissolution documents, final tax return preparation, and registered agent cancellation fees. The national average dissolution filing fee is approximately $50.
How long does LLC dissolution take?
The dissolution process typically takes 30–120 days from the decision to dissolve to final confirmation. The state filing itself is processed in 1–15 business days depending on the state. The creditor notice period (where required) adds 60–120 days. Tax clearance in states that require it can add additional time.
What is the difference between voluntary and administrative dissolution?
Voluntary dissolution is initiated by the LLC members — you choose to close the business and file the paperwork. Administrative dissolution is initiated by the state when an LLC fails to file annual reports or pay fees, and results in immediate loss of liability protection. Voluntary dissolution is a controlled process; administrative dissolution can be unexpected and damaging. Reinstating after administrative dissolution typically requires filing overdue reports, paying penalties, and potentially a reinstatement fee.
Do I need to notify the IRS when I dissolve my LLC?
Yes. You must file a final federal tax return (mark the 'final return' box), cancel your EIN by writing to the IRS, and file final employment tax returns if you had employees. For multi-member LLCs taxed as partnerships, file a final Form 1065. For single-member LLCs taxed as sole proprietorships, the final Schedule C is filed with your personal return.
What happens to the LLC's debts when I dissolve?
All debts must be paid or settled before distributing assets to members. The LLC (not individual members) remains liable for debts during the winding-up period. Members who receive distributions before debts are paid can be held personally liable for those distributions up to the amount received. This is why the proper order is: pay creditors first, then distribute what remains to members.