How to Dissolve an LLC in Connecticut: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Connecticut LLC members must vote to dissolve according to your operating agreement terms. If your operating agreement doesn't specify dissolution procedures, Connecticut state law requires approval from members holding a majority interest in the LLC. Document this decision in writing with the date, voting results, and effective dissolution date.

   Pro tip: Keep detailed records of the dissolution vote as the Connecticut Secretary of State may request this documentation when you file your Certificate of Dissolution.
2. 2

   Obtain Tax Clearance Certificate

   CRITICAL: Connecticut REQUIRES tax clearance before dissolution is finalized. Contact the Connecticut Department of Revenue Services to obtain a tax clearance certificate. This certificate confirms all state taxes, including franchise taxes, have been paid in full. You cannot complete dissolution without this document.

   Pro tip: Apply for tax clearance early in the process as obtaining the certificate can take several weeks, especially if you have outstanding tax obligations to resolve.
3. 3

   File Certificate of Dissolution with the Connecticut Secretary of State

   Submit the Certificate of Dissolution form to the Connecticut Secretary of State along with the $60 filing fee and your tax clearance certificate. You can file online at https://portal.ct.gov/sots or mail the completed form. Processing time varies, but Connecticut typically processes dissolution filings efficiently.

   Pro tip: File online for faster processing and immediate confirmation of receipt. Keep your filing receipt as proof of dissolution submission.
4. 4

   Notify Creditors and Settle Debts

   Connecticut law requires proper notice to creditors, with notice periods that vary by state statute depending on the type of creditor and claim. Send written notice to all known creditors and publish notice if required by your specific circumstances. Pay all legitimate debts and resolve any outstanding claims before proceeding.

   Pro tip: Maintain detailed records of all creditor notifications and payments. This documentation protects members from personal liability for LLC debts after dissolution.
5. 5

   Close Connecticut State Tax Accounts

   File final Connecticut state tax returns and close all state tax accounts with the Connecticut Department of Revenue Services. This includes final franchise tax returns, sales tax returns (if applicable), and unemployment insurance accounts. Ensure all final returns are filed and payments made before dissolution completion.

   Pro tip: Schedule your dissolution effective date after your final tax obligations are due to avoid complications with tax filings and payments.
6. 6

   Cancel Your EIN with the IRS

   Notify the IRS that your Connecticut LLC is dissolving by sending a letter to the IRS Cincinnati office. Include your EIN, LLC name, dissolution date, and reason for dissolution. Also file final federal tax returns (Form 1065 for partnerships or appropriate forms for other tax elections).

   Pro tip: Send your IRS notification via certified mail to ensure delivery confirmation and maintain proof that you properly notified federal tax authorities.
7. 7

   Distribute Remaining Assets to Members

   After paying all debts and obligations, distribute remaining LLC assets to members according to your operating agreement or Connecticut state law. Connecticut follows the standard order: first pay creditors and outstanding debts, then distribute remaining assets to members based on their ownership percentages unless the operating agreement specifies otherwise.

   Pro tip: Document all asset distributions with written receipts signed by receiving members. This creates a clear record that dissolution was completed properly.

Winding-Up Checklist

• Cancel all Connecticut business licenses and permits

  Contact each licensing agency separately as Connecticut doesn't have a centralized license cancellation system. Return physical licenses where required.

• Close business bank accounts

  Wait until all final checks clear and tax obligations are met before closing accounts. Obtain final bank statements for your records.

• Cancel business insurance policies

  Notify insurance providers in writing of your dissolution date to avoid unnecessary premium charges. Some policies may provide refunds for unused coverage periods.

• Notify vendors, suppliers, and customers in writing

  Send formal dissolution notices to prevent future orders or service agreements. Include your dissolution effective date and contact information for final account settlements.

• File final payroll tax returns and W-2s (if you had employees)

  Submit final quarterly payroll tax returns to both Connecticut and federal authorities. Issue final W-2s and 1099s by required deadlines.

• Retain business records per Connecticut retention requirements

  Keep dissolution documents, tax returns, and financial records for at least seven years. Store these safely as you may need them for future tax audits or legal matters.