Can I close my LLC online?

In most states, yes. Our review found online filing available in 44 of 50 states, and recorded 6 states as paper-only: Alaska, Delaware, Kentucky, Maine, Oregon and Wyoming. For 8 states the online filing answer is marked uncertain, so check the state's own filing page before you file.

How long does LLC dissolution take?

There is no single national figure, because the total depends on how long winding up takes in your case. Many states publish an estimated turnaround for the filing itself, so check your state's guide. If you use a written notice to known creditors, the claim deadline must meet your state's minimum, and in the 3 tax clearance states the certificate must be obtained before the filing that ends the LLC is accepted.

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, for example when an LLC fails to file annual reports or pay required fees. Voluntary dissolution is a controlled process; administrative dissolution can be unexpected. Reinstatement rules and fees differ by state.

Do I need to notify the IRS when I dissolve my LLC?

Yes. File a final federal tax return and 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. The IRS says it cannot cancel an EIN but can deactivate it, and asks for a letter that includes the EIN, legal name, address, EIN assignment notice if available, and the reason for deactivating.

What happens to the LLC's debts when I dissolve?

All debts must be paid or provided for before distributing assets to members. The LLC (not individual members) remains liable for debts during the winding-up period. Depending on your state, a member who receives a distribution before the LLC's debts are paid or provided for may have to return it, and some states limit that to members who knew the distribution was improper, to a fixed period after it, or both. This is why the proper order is: pay or provide for creditors first, then distribute what remains to members.

Dissolution

How to Dissolve or Close 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 deactivate your EIN. State filing fees range from $0 to $220, with a median of $30. Find your state's exact requirements below.

By Edmond Hui · Last updated: September 13, 2026

Stat card showing dissolution guides are published for all 50 states, with an average LLC dissolution filing fee of $40. — Dissolution filing fees vary by state, from $0 to $220; the $40 average above summarizes all 50. Source: MyStateLLC LLC Dissolution Index, computed average of all 50 states' dissolution filing fees.

No state filing fee

8 states

CA, CT, GA, ID, MD, MT, UT, WA

Most expensive

$220

Delaware, then New Jersey at $125

Tax clearance certificate

3 states

PA, TN, TX: a certificate, not just paid taxes

Median filing fee

$30

Across all 50 states

How much does it cost to dissolve an LLC?

The state filing fee to dissolve an LLC ranges from $0 to $220, and the median state charges $30. Delaware is the most expensive at $220, followed by New Jersey at $125. 8 states charge no state filing fee for the dissolution itself.

The 8 states with no state filing fee are California, Connecticut, Georgia, Idaho, Maryland, Montana, Utah and Washington. No state filing fee does not always mean free: some of those states add a separate charge for a paper, online or expedited filing. Among states that do charge a fee, the lowest is $5, in Illinois and Iowa.

Each figure is the state's fee for one filing. Some states, including Pennsylvania and Tennessee, close an LLC in two filings, each with its own fee, so the total there is higher than the figure in the table. None of these figures include back taxes, entity-level taxes or the cost of preparing final tax returns. The figures come from our LLC Dissolution Difficulty Index, which ranks all 50 states by how hard they make it to close an LLC.

Which states require tax clearance before dissolving?

3 states, Pennsylvania, Tennessee and Texas, require a tax clearance certificate before they accept the filing that ends the LLC. Here that means one or more state agencies must issue a certificate and it must reach the filing office before that filing is accepted. Filing final returns and paying what the LLC owes is a separate duty and is not counted.

That definition is narrow on purpose, and it leaves out several states that are often listed. In Pennsylvania the certificate gates the second filing, the Certificate of Termination, not the Certificate of Dissolution. Delaware will not accept the filing if the LLC has failed to pay its annual LLC tax, and Rhode Island will not accept it until all fees and taxes have been paid, but no certificate changes hands in either state, so neither is counted. New Hampshire requires a certificate before assets are distributed to members rather than before the filing, so it is not counted either. The count also excludes a certificate needed only to reinstate a dissolved LLC and a tax statement the filer signs on the form itself.

Our review marked the tax clearance answer as uncertain for 19 states. They are flagged in the table below, so confirm with that state's revenue agency before you file.

How to Dissolve an LLC: 7-Step Overview

1
Vote to dissolve
Members must formally agree to dissolve the LLC. Check your operating agreement and your state's LLC Act for the vote required, and document the decision in writing.
2
File your state's dissolution or termination filing
Submit your state's dissolution form and pay the filing fee. Fees range from $0 to $220 (Delaware), and the median state charges $30. The table below lists each state's fee, form and whether it accepts an online filing. In many states, including Delaware, New Hampshire and Texas, the filing that ends the LLC (a certificate of cancellation or termination) is made only after winding up is complete, so it comes after steps 3, 4 and 6.
3
Notify creditors
Tell known creditors in writing that the LLC is closing. Many state LLC Acts provide a written notice procedure that sets a deadline for claims, and some also allow a published notice for unknown claims. Whether a notice is optional or required, and how long the deadline must be, depends on your state, so check your state's guide before you distribute any assets.
4
Close state tax accounts
File a final state tax return and close your state tax accounts. 3 states (Pennsylvania, Tennessee and Texas) require one or more state agencies to issue a tax clearance certificate that must reach the filing office before the filing that ends the LLC is accepted. In Pennsylvania it gates the second filing, the Certificate of Termination, not the Certificate of Dissolution. Delaware will not accept the filing if the LLC has failed to pay its annual LLC tax, and Rhode Island will not accept it until all fees and taxes have been paid, but no certificate changes hands in either state. New Hampshire requires a certificate before assets are distributed to members rather than before the filing. Contact your state's revenue agency to confirm your LLC has no outstanding tax obligations.
5
Deactivate your EIN
The IRS says it cannot cancel an EIN, but it can deactivate your EIN. Once assigned, an EIN is the entity's permanent federal taxpayer ID number. Mail a letter with the EIN, the LLC's legal name and address, the EIN assignment notice if you have it, and the reason for deactivating to Internal Revenue Service, MS 6055, Kansas City, MO 64108, or Internal Revenue Service, MS 6273, Ogden, UT 84201 (the IRS's Closing a business page lists Internal Revenue Service, Cincinnati, OH 45999 for the same letter). If the LLC made tax payments, owes business taxes or received a notice to file a business tax return, the IRS requires all outstanding returns to be filed and taxes owed to be paid before it deactivates the EIN.
6
Distribute remaining assets
After paying or making reasonable provision for all debts, including claims likely to arise later, distribute what remains in the order and shares your operating agreement sets or, if it is silent, your state's LLC Act, which may return members' contributions first. Document all distributions.
7
Confirm dissolution is complete
Verify your LLC is no longer listed as active in the state's business registry. Keep your dissolution records: Articles of Dissolution, final tax returns, creditor notices, and asset distribution records.

LLC Dissolution Fees and Forms by State

Every state has a step-by-step dissolution guide, linked from its name below. The table shows each state's filing fee, the form to file, whether the filing can be made online, and whether a tax clearance certificate is required under the definition above. An answer marked uncertain is one our review could not fully confirm.

State	Filing fee	Form	Online filing	Tax clearance
Alabama	$100	Articles of Dissolution (Domestic Limited Liability Company)	Yes	No
Alaska	$25	Articles of Dissolution (Domestic Limited Liability Company) - Form 08-490	Paper only (uncertain)	No
Arizona	$35	Articles of Termination (Form L031)	Yes	No
Arkansas	$50	Statement of Dissolution (Form LL-04)	Yes	No
California	$0	Certificate of Cancellation (Form LLC-4/7); Certificate of Dissolution (Form LLC-3) also required unless dissolution was by unanimous member vote	Yes	No
Colorado	$10	Statement of Dissolution (Limited Liability Company)	Yes	No
Connecticut	$0	Certificate of Dissolution - Limited Liability Company - Domestic (Form BUS-035)	Yes	No
Delaware	$220	Certificate of Cancellation of a Limited Liability Company	Paper only	No
Florida	$25	Articles of Dissolution (Form CR2E048)	Yes	No
Georgia	$0	Certificate of Termination (Form CD 415)	Yes	No
Hawaii	$25	Articles of Termination for a Limited Liability Company (Form LLC-11), under HRS §428-805	Yes	No
Idaho	$0	Statement of Dissolution Limited Liability Company	Yes	No
Illinois	$5	Statement of Termination (Form LLC-35.15)	Yes	No
Indiana	$30	Articles of Dissolution of a Limited Liability Company (State Form 49465, R8 / 01-26)	Yes	No
Iowa	$5	Statement of Dissolution	Yes	No (uncertain)
Kansas	$35	Certificate of Cancellation - Domestic (Kansas) Limited Liability Company	Yes	No
Kentucky	$40	Articles of Dissolution (Limited Liability Company) - form LLD	Paper only	No
Louisiana	$100	Affidavit to Dissolve Limited Liability Company	Yes	No (uncertain)
Maine	$75	Certificate of Cancellation (for a Maine LLC), Form No. MLLC-11C	Paper only (uncertain)	No (uncertain)
Maryland	$0	Articles of Cancellation	Yes	No (uncertain)
Massachusetts	$100	Certificate of Cancellation	Yes	No (uncertain)
Michigan	$10	Certificate of Dissolution (Form CSCL/CD-731)	Yes	No
Minnesota	$35	Statement of Dissolution (Minnesota Statutes, Chapter 322C); a separate Statement of Termination under 322C.0702 is required to cancel the registration	Yes	No (uncertain)
Mississippi	$50	Certificate of Dissolution (MS LLC Certificate of Dissolution, Form F0103)	Yes	No (uncertain)
Missouri	$25	Articles of Termination for Limited Liability Company (Form LLC-5); preceded by Notice of Winding Up for Limited Liability Company (Form LLC-13)	Yes (uncertain)	No (uncertain)
Montana	$0	Articles of Termination for a Domestic Limited Liability Company (Form 21A) (uncertain)	Yes	No
Nebraska	$30	Statement of Dissolution (Limited Liability Company)	Yes	No (uncertain)
Nevada	$100	Articles of Dissolution (Limited-Liability Company), pursuant to NRS 86.531	Yes	No (uncertain)
New Hampshire	$35	Certificate of Cancellation (Form LLC-7)	Yes (uncertain)	No
New Jersey	$125	Certificate of Dissolution / Termination, filed as a "Dissolve" or "Dissolve and Terminate" transaction through the NJ Division of Revenue & Enterprise Services (DORES) online Annual Reports & Change Services portal (njportal.com/DOR/AnnualReports). No tax clearance certificate is required to dissolve an LLC. Tax clearance applies to for-profit corporations ending business, and to an LLC only when it is being reinstated after revocation for two or more years of unfiled annual reports (a $20 in-portal application, not Form A-5088-TC, which is a corporation form).	Yes	No
New Mexico	$25	Articles of Dissolution (Form DLLC-DV)	Yes	No (uncertain)
New York	$60	Articles of Dissolution (DOS-1366-f)	Yes	No
North Carolina	$30	Articles of Dissolution of Limited Liability Company (Form L-07)	Yes	No (uncertain)
North Dakota	$20	Articles of Dissolution and Termination (Limited Liability Company)	Yes	No (uncertain)
Ohio	$50	Certificate of Dissolution (Form 616) for a Domestic Limited Liability Company	Yes	No (uncertain)
Oklahoma	$50	Articles of Dissolution (Oklahoma Limited Liability Company) - SOS Form 0080	Yes	No
Oregon	$100	Articles of Amendment/Dissolution - Limited Liability Company	Paper only	No
Pennsylvania	$70	Certificate of Dissolution, Domestic Limited Liability Company (DSCB:15-8872(b)(2)(i))	Yes	Required
Rhode Island	$50	Articles of Dissolution (Form 404) - Domestic Limited Liability Company	Yes	No
South Carolina	$10	Articles of Termination	Yes	No
South Dakota	$10	Articles of Termination - Domestic Limited Liability Company (SDCL 47-34A-805)	Yes (uncertain)	No
Tennessee	$20	Articles of Termination (Form SS-4245); preceded by Notice of Dissolution (Form SS-4246)	Yes (uncertain)	Required
Texas	$40	Form 651 - Certificate of Termination of a Domestic Entity	Yes (uncertain)	Required
Utah	$0	Statement of Dissolution (Limited Liability Company) - Utah Code 48-3a-702/703	Yes (uncertain)	No (uncertain)
Vermont	$20	Articles of Termination - Domestic LLC (11 V.S.A. 4105); Statement of Dissolution (11 V.S.A. 3275) also $20	Yes	No (uncertain)
Virginia	$25	Articles of Cancellation (LLC1050)	Yes	No
Washington	$0	Certificate of Dissolution - LLC & PLLC	Yes	No (uncertain)
West Virginia	$25	Articles of Termination of West Virginia Limited Liability Company (Form LLD-9)	Yes	No (uncertain)
Wisconsin	$35 (uncertain)	Form 510 - Limited Liability Company Statement of Dissolution or Termination	Yes	No (uncertain)
Wyoming	$60	Limited Liability Company Articles of Dissolution	Paper only	No

Fees are the state filing fee for one filing and change over time. Confirm the current figure with the state before you file.

Frequently Asked Questions

: State dissolution filing fees range from $0 to $220, and the median state charges $30. 8 states (California, Connecticut, Georgia, Idaho, Maryland, Montana, Utah and Washington) charge no state filing fee for the dissolution itself, though some of them add a separate charge for a paper, online or expedited filing. Delaware is the most expensive at $220, followed by New Jersey at $125. These figures cover only the state filing, not back taxes, entity-level taxes or the cost of preparing final tax returns.
: 3 states require a tax clearance certificate before they accept the filing that ends the LLC: Pennsylvania, Tennessee and Texas. That means one or more state agencies must issue a certificate and it must reach the filing office first. Filing final returns and paying what the LLC owes is a separate duty and is not counted here.
: In most states, yes. Our review found online filing available in 44 of 50 states, and recorded 6 states as paper-only: Alaska, Delaware, Kentucky, Maine, Oregon and Wyoming. For 8 states the online filing answer is marked uncertain, so check the state's own filing page before you file.
: There is no single national figure, because the total depends on how long winding up takes in your case. Many states publish an estimated turnaround for the filing itself, so check your state's guide. If you use a written notice to known creditors, the claim deadline must meet your state's minimum, and in the 3 tax clearance states the certificate must be obtained before the filing that ends the LLC is accepted.
: 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, for example when an LLC fails to file annual reports or pay required fees. Voluntary dissolution is a controlled process; administrative dissolution can be unexpected. Reinstatement rules and fees differ by state.
: Yes. File a final federal tax return and 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. The IRS says it cannot cancel an EIN but can deactivate it, and asks for a letter that includes the EIN, legal name, address, EIN assignment notice if available, and the reason for deactivating.
: All debts must be paid or provided for before distributing assets to members. The LLC (not individual members) remains liable for debts during the winding-up period. Depending on your state, a member who receives a distribution before the LLC's debts are paid or provided for may have to return it, and some states limit that to members who knew the distribution was improper, to a fixed period after it, or both. This is why the proper order is: pay or provide for creditors first, then distribute what remains to members.

Edmond Hui · Founder, MyStateLLC

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.