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 $0 to $220, with a median of $30. Find your state's exact requirements below.
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.
Cheapest states
From $5
Iowa, Colorado, Montana
Most expensive
Up to $500
Massachusetts, Maryland
Tax clearance req.
~50% of states
CA, TX, AL, NY + more
Typical timeline
30–120 days
Filing to final confirmation
How to Dissolve an LLC: 7-Step Overview
1
Vote to dissolve
Members 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.
2
File Articles of Dissolution
Submit your dissolution form to the Secretary of State and pay the filing fee. Fees range from $0 (California, Connecticut, Georgia and Idaho charge nothing) to $220 (Delaware), and the median state charges $30. Most states accept online filings.
3
Notify creditors
Formally 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.
4
Close state tax accounts
File 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.
5
Cancel your EIN
Send 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.
6
Distribute remaining assets
After 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.
7
Confirm dissolution is complete
Verify 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.
State dissolution filing fees range from $0 to $220. Four states — California, Connecticut, Georgia and Idaho — charge nothing to dissolve, while Delaware is the most expensive at $220, followed by New Jersey at $125. The median state charges $30 and the average is $40. Additional costs may include certified copies of dissolution documents, final tax return preparation, and registered agent cancellation fees. Several states also require tax clearance before they will accept the filing, which can add weeks.
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.
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.
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.
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.
