How to Dissolve an LLC in Illinois: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Illinois separates dissolution from termination, and the order matters. The members first decide to dissolve, the LLC then winds up its business, and only after that does the Statement of Termination get filed. Start by reading your operating agreement, which controls the vote and normally states whether dissolution needs unanimous member consent, a majority of membership interests, or a manager decision. If the agreement does not address dissolution, obtain written consent from every member rather than assuming a lower threshold. Record the decision in a signed resolution that names the LLC, the date of the vote, the members approving it, and the effective date of dissolution.

   Pro tip: Confirm your LLC is in good standing at the same meeting. Illinois will not accept a Statement of Termination from an LLC that has been administratively dissolved or revoked, so any missed annual report needs curing before the plan is worth making.
2. 2

   File the Statement of Termination (Form LLC-35.15) with the Illinois Secretary of State

   The document that ends an Illinois LLC is the Statement of Termination, Form LLC-35.15, filed with the Secretary of State, Department of Business Services. Standard processing runs about 10 business days and the filing fee is $5. File it only after the LLC has dissolved and wound up its business, because the form comes at the end of the process rather than the start. The LLC must be in good standing to file, and the Secretary of State will not accept it from an entity that has been administratively dissolved, revoked, merged, converted, domesticated, or expired. A manager or other authorized person must sign. File online at apps.ilsos.gov/llcterminations, paying by credit card, or mail or deliver the form in duplicate to the Limited Liability Division in Springfield. Full instructions are at https://www.ilsos.gov/departments/business-services/termination/llcinstructions.html.

   Pro tip: Do not file this form early hoping it will start the wind-up. It comes last. The Act requires the LLC to have dissolved and wound up before the Statement of Termination is filed, and the filing performs none of that work for you.
3. 3

   Notify Creditors and Settle Debts

   Illinois runs three separate clocks here, and confusing them is where owners get into trouble. The first is the claim deadline: under 805 ILCS 180/25-45, a written notice to a known claimant must state the deadline for receipt of the claim, and that deadline may not be less than 120 days after the claimant receives the notice. The second is the suit window that follows a rejection: if a claim arrives in time and you reject it, the claimant has 90 days from the rejection to bring a proceeding. The third covers claims you never knew about: under 805 ILCS 180/25-50, an LLC that publishes notice bars those claims unless they are brought within 5 years after the publication. None of the three delays the Statement of Termination, and neither the notice nor the publication is required, but skipping them means no bar arises and a late claim keeps its ordinary life. Build a complete creditor list, deliver dated written notice, pay or settle what is valid, and document the rest. Assets go to creditors before anything reaches members.

   Pro tip: Send known-claimant notices by certified mail with return receipt. The 120-day minimum runs from the date the claimant receives the notice, not from the date you post it, so the delivery card is the document that fixes the deadline.
4. 4

   Close Illinois State Tax Accounts

   Illinois does not require a tax clearance certificate to terminate an LLC. Nothing about your tax accounts gates the Form LLC-35.15 filing, so do not treat a clearance letter as a precondition or pay a service to obtain one for this purpose. The closing work itself still needs doing. File a final return for every Illinois state tax your LLC was registered for, pay the balances due, and formally close each registered tax account so the state stops expecting future filings. Cancel sales tax and withholding registrations the LLC holds. Handle any city or county business tax registrations, including Chicago obligations if you operated there, at the same time.

   Pro tip: Mark each return as a final return and verify each account shows closed rather than merely dormant. An open registration keeps generating estimated assessments and notices long after the business has stopped operating.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. Also file the final federal return: Form 1065 for a multi-member LLC taxed as a partnership, Form 1120-S for one taxed as an S corporation, or Form 1120 for one taxed as a C corporation, each with the final return box checked. A single-member LLC that never elected corporate treatment reports the wind-down on the owner's individual return.

   Pro tip: File the final return before or with the deactivation letter.
6. 6

   Distribute Remaining Assets to Members

   Article 35 of the Illinois Limited Liability Company Act requires the LLC's assets to be applied to creditors before members receive anything, and that order is not a suggestion. Paying yourself while legitimate creditors are unpaid is how members put the liability shield at risk. Once debts are paid or adequately provided for, distribute what remains according to your operating agreement. If the agreement does not address final distributions, members generally take in proportion to their ownership interests: return capital contributions, then split the balance. Value non-cash assets at fair market value on the distribution date and record that figure, because it drives each member's tax reporting. Give every member a written statement of what they received and when.

   Pro tip: Hold a reserve until the 120-day claim windows you started have closed, and longer if you rejected a claim, because the claimant then has 90 days to sue. Recovering money already paid out to members is far harder than delaying the distribution.
7. 7

   Confirm Dissolution is Complete

   Termination is effective when the Secretary of State files the Statement of Termination, not when you send it. Look your LLC up in the Secretary of State's business entity search at ilsos.gov and confirm the record reflects the termination and shows the filing date. If you filed online through apps.ilsos.gov/llcterminations, the credit card receipt and confirmation are your proof of submission, but the public record is the confirmation that matters. With standard processing at about 10 business days, check the record after roughly two weeks rather than assuming silence means it went through. Keep the filed Form LLC-35.15, the dissolution resolution, the creditor notices and delivery receipts, the final Illinois and federal returns, and your distribution records in one place.

   Pro tip: If you mailed the form, remember Illinois wants it in duplicate at the Limited Liability Division in Springfield. A single copy is a common reason a mailed termination comes back unfiled and the 10 business days start over.

Winding-Up Checklist

• Cancel all Illinois business licenses and permits

  Contact every state agency, city, and county that issued a license or permit and cancel it in writing with an effective date. Terminating with the Secretary of State does not reach licenses held under separate registrations.

• Close business bank accounts

  Leave one account open until final creditor payments clear and distributions are complete, then close it. Download the full statement history first, because access typically ends the day the account closes.

• Cancel business insurance policies

  Give each carrier the termination date in writing so coverage ends cleanly and any unearned premium is refunded. Ask about tail coverage before cancelling a claims-made policy.

• Notify vendors, suppliers, and customers in writing

  Send dated notice covering when operations stop and how final invoices, deliveries, and refunds will be handled. For anyone who is also a known creditor, pair it with the written notice under 805 ILCS 180/25-45 that starts the 120-day minimum claim window.

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

  File final federal and Illinois payroll returns, deposit remaining withholding, and issue W-2s along with the transmittal copies. Unpaid payroll trust fund taxes can be assessed against responsible individuals personally, so clear these before distributing anything.

• Retain business records per Illinois retention requirements

  Keep the filed Statement of Termination, the dissolution resolution, creditor notices, tax returns, and distribution records for at least seven years. If you published notice, unknown claims can still be brought for 5 years afterward, so that part of the file has to outlast the business by at least that long.