How to Dissolve an LLC in Michigan: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Michigan's standard Certificate of Dissolution, Form CSCL/CD-731 (Rev. 07/25), is used for two authorization paths under Act 23 of 1993. Under Section 801(b), the LLC dissolves upon an event specified in the articles of organization or the operating agreement, so read both documents first and confirm the triggering event has actually occurred. Under Section 801(c), the LLC dissolves by unanimous vote of the members. Whichever path applies, put the decision in writing before you file, with the date, the authorizing provision or the vote, and every member's signature, because the certificate asks you to identify how dissolution was authorized. If your LLC has not yet commenced business and the organizers want to unwind it, Michigan uses a different form, CSCL/CD-730, for dissolution by a majority of the organizers under Section 801(e).

   Pro tip: Match the form to the authorization path before you pay. Filing Form CSCL/CD-731 when your facts fit Section 801(e) means a rejected filing and a nonrefundable fee you do not get back.
2. 2

   File the Certificate of Dissolution (Form CSCL/CD-731) with LARA

   Michigan LLC filings are handled by the Corporations, Securities and Commercial Licensing Bureau inside the Department of Licensing and Regulatory Affairs (LARA), not by the Secretary of State. Submit Form CSCL/CD-731 with the $10 nonrefundable filing fee. You can file online through the MiBusiness Registry Portal at michigan.gov/corpfileonline, and if your LLC is not in good standing you have to restore good standing before the portal will accept the dissolution. Form details and links are on the LARA dissolution page at https://www.michigan.gov/lara/bureau-list/cscl/corps/limited-liability-co/filling-requirements-continued/dissolution. LARA does not publish a standard processing time in business days for this filing, so treat the timeline as variable. Expedited service is available for an additional fee, including same-day handling.

   Pro tip: Check your entity status in the LARA business entity search before you start. Restoring good standing is its own filing, and discovering that requirement after you have drafted the dissolution paperwork adds days you did not budget for.
3. 3

   Notify Creditors and Settle Debts

   Michigan gives a dissolved LLC a way to cut off claims. Under MCL 450.4806 you may send written notice to known claimants that sets a deadline for submitting claims, and that deadline has to be at least six months (roughly 180 days) after the effective date of the written notice. That six-month floor is the notice period the statute names. Michigan does not require newspaper publication of a dissolution notice. MCL 450.4807 says the LLC may also publish notice, which is permissive. Publishing starts a one-year clock: a claim covered by the publication is barred unless suit is commenced within one year of the publication date. That bar is not absolute, and it is worth knowing where it stops. Under MCL 450.4807(4) a known claimant who never received the written notice under section 806 is not barred until six months after that claimant receives actual notice, so publication does not clean up a creditor you knew about and did not write to. Publishing is a tool for shortening exposure to claims you cannot identify, not a condition of dissolving, so do not buy newspaper advertising on the assumption that Michigan requires it.

   Pro tip: Build the creditor list from your accounts payable ledger, your lease and loan files, and the last twelve months of bank statements together. Claimants you forget to notify are the ones that outlive the dissolution.
4. 4

   Close Michigan State Tax Accounts

   File your final Michigan returns with the Michigan Department of Treasury, mark them as final, and give the dissolution date. That covers any state income or business tax return that applies to you, sales and use tax if you were registered to collect it, and withholding if you had employees. There is one Michigan quirk worth flagging: when you dissolve using Form CSCL/CD-731, the LLC must request a tax clearance from the Michigan Department of Treasury within 60 days after submitting the certificate. That request comes after the filing, so it is not a prerequisite and it does not hold up your dissolution. Michigan does not require you to obtain a tax clearance certificate before LARA will accept the Certificate of Dissolution.

   Pro tip: Calendar the 60-day clearance request the same day you submit the certificate. It is easy to consider the job finished once the filing is accepted and then miss a deadline that only starts running afterward.
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 your final federal return: Form 1065 for a multi-member LLC taxed as a partnership, Form 1120-S if you elected S corporation treatment or Form 1120 if you elected C corporation treatment, each with the final return box checked, or the appropriate schedule on your personal return if you are a single-member LLC that never elected corporate treatment.

   Pro tip: Send the deactivation letter by certified mail with return receipt and staple the receipt to your copy.
6. 6

   Distribute Remaining Assets to Members

   Creditors come before members. Pay or make adequate provision for the LLC's known debts and liabilities first, including anything you have set aside to cover claims still inside the notice window from step 3. Only what is left after that gets distributed. Your operating agreement controls how the remainder is split, and most agreements distribute in proportion to membership interests or according to capital account balances. If the agreement is silent, follow the default distribution rules for Michigan LLCs rather than improvising a split the members find fair in the moment. Value any non-cash property distributed, record it at fair market value, and note that members may owe tax on what they receive.

   Pro tip: Do not zero out the bank account on the same day you distribute. Leave a reserve for the final accountant invoice, the last bank fee, and any registered agent charge that posts after you thought you were done.
7. 7

   Confirm Dissolution is Complete

   Look your LLC up in the LARA business entity search and confirm the record reflects the dissolution. Download or print the filed and stamped Certificate of Dissolution from the MiBusiness Registry Portal rather than relying on the submission confirmation email, because the stamped document is what banks, insurers, and buyers ask for. Then assemble one file that holds the member authorization from step 1, the filed certificate, the creditor notices and any claim responses, the final federal and Michigan returns, the tax clearance request, and signed acknowledgments for every asset distribution. Keep the registered agent arrangement in place until you have confirmed the record is updated, so any late mail still reaches you.

   Pro tip: Save a PDF of the entity search result showing the dissolved status, with the date visible. It costs nothing and settles arguments about when the LLC actually stopped existing.

Winding-Up Checklist

• Cancel all Michigan business licenses and permits

  Go back to each agency that issued a license, permit, or local registration and cancel it in writing. Licenses that renew automatically keep generating fees and filing obligations long after the LLC stops operating.

• Close business bank accounts

  Close the accounts only after every check has cleared, every card is cancelled, and every recurring debit is stopped. Keep the final statements, because they are the cleanest evidence of what was paid and what was distributed.

• Cancel business insurance policies

  Tell each carrier the dissolution date in writing and ask for a return of unearned premium. Ask specifically about tail coverage if you carried a claims-made policy, since claims can arrive after the business is gone.

• Notify vendors, suppliers, and customers in writing

  Send dated written notice so nobody ships goods, renews a contract, or bills the LLC after the dissolution date. Keep the notices with your creditor correspondence from step 3.

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

  File the final federal employment tax returns and the final Michigan withholding returns, and issue W-2s to employees plus 1099s to contractors on the normal schedule. Payroll obligations survive dissolution and can reach responsible individuals personally.

• Retain business records per Michigan retention requirements

  Our verified data does not establish a specific Michigan record retention period for a dissolved LLC, so do not throw anything away on a guess. Keep the filed certificate, the final returns, the creditor notices, and the distribution records for as long as your tax advisor recommends.