Research & Data

The Hardest States to Close an LLC in 2026

Starting an LLC is easy everywhere. Closing one is not. We reviewed the dissolution rules and fees for all 50 states — straight from each Secretary of State and LLC Act — and scored them on cost, tax-clearance gates, publication requirements, and whether you can even file online. Most states make it cheap and quick. A handful do not.

Edmond Hui

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.

$30Median filing feeRange: $0–$220
5States require tax clearanceA certificate, not just paid taxes
6Paper-only statesNo online dissolution filing
DelawareHardest state to closeScore 55/100

The 10 hardest states to close an LLC

Ranked by our difficulty score (0–100), which combines the filing fee, a tax-clearance gate, a mandatory publication requirement, and a paper-only filing process. Delaware sits in a class of its own.

Delaware55Pennsylvania37.7Rhode Island34.1Oregon33.2Texas32.3New Hampshire31.4Maine28.6Tennessee28.6Wyoming25.9Nebraska25.5
Source: MyStateLLC 2026 review of state Secretary of State dissolution filings and LLC Acts. Chart: MyStateLLC.

Cite this study

This index is free to republish under a Creative Commons Attribution (CC BY 4.0) license. Journalists and researchers are welcome to cite the figures with a link back.

MyStateLLC LLC Dissolution Difficulty Index (2026). All 50 states ranked by dissolution cost and requirements. Source: MyStateLLC primary-source review of state Secretary of State dissolution filings and state LLC Acts. Available at: https://www.mystatellc.com/research/llc-dissolution-index
<p>Source: <a href="https://www.mystatellc.com/research/llc-dissolution-index">MyStateLLC LLC Dissolution Difficulty Index</a>, based on a 2026 primary-source review of state Secretary of State filings and LLC Acts.</p>

The headline findings

Hardest to close

  1. Delaware55
  2. Pennsylvania37.7
  3. Rhode Island34.1
  4. Oregon33.2
  5. Texas32.3

Difficulty score out of 100.

Most expensive

  1. Delaware$220
  2. New Jersey$125
  3. Oregon$100
  4. Alabama$100
  5. Louisiana$100

State filing fee to dissolve.

Free to close ($0 filing)

  1. California
  2. Connecticut
  3. Georgia
  4. Idaho
  5. Maryland
  6. Montana
  7. Utah
  8. Washington

No state fee for the dissolution filing itself.

Every state ranked, by difficulty to close an LLC

Ranked hardest to easiest. “Tax clearance” means the state requires a certificate or sign-off from its revenue agency before it will accept the dissolution — a step beyond simply filing your final returns.

#StateFiling feeTax clearancePublicationOnline filingScore
1Delaware$220NoNoPaper only55
2Pennsylvania$70RequiredNoYes37.7
3Rhode Island$50RequiredNoYes34.1
4Oregon$100NoNoPaper only33.2
5Texas$40RequiredNoYes32.3
6New Hampshire$35RequiredNoYes31.4
7Maine$75NoNoPaper only28.6
8Tennessee$20RequiredNoYes28.6
9Wyoming$60NoNoPaper only25.9
10Nebraska$30NoRequiredYes25.5
11New Jersey$125NoNoYes22.7
12Kentucky$40NoNoPaper only22.3
13Alaska$25NoNoPaper only19.5
14Alabama$100NoNoYes18.2
15Louisiana$100NoNoYes18.2
16Massachusetts$100NoNoYes18.2
17Nevada$100NoNoYes18.2
18New York$60NoNoYes10.9
19Minnesota$55NoNoYes10
20Arkansas$50NoNoYes9.1
21Mississippi$50NoNoYes9.1
22Ohio$50NoNoYes9.1
23Oklahoma$50NoNoYes9.1
24Arizona$35NoNoYes6.4
25Kansas$35NoNoYes6.4
26Wisconsin$35NoNoYes6.4
27Indiana$30NoNoYes5.5
28North Carolina$30NoNoYes5.5
29Florida$25NoNoYes4.5
30Hawaii$25NoNoYes4.5
31Missouri$25NoNoYes4.5
32New Mexico$25NoNoYes4.5
33Virginia$25NoNoYes4.5
34West Virginia$25NoNoYes4.5
35North Dakota$20NoNoYes3.6
36Vermont$20NoNoYes3.6
37Colorado$10NoNoYes1.8
38Michigan$10NoNoYes1.8
39South Carolina$10NoNoYes1.8
40South Dakota$10NoNoYes1.8
41Illinois$5NoNoYes0.9
42Iowa$5NoNoYes0.9
43California$0NoNoYes0
44Connecticut$0NoNoYes0
45Georgia$0NoNoYes0
46Idaho$0NoNoYes0
47Maryland$0NoNoYes0
48Montana$0NoNoYes0
49Utah$0NoNoYes0
50Washington$0NoNoYes0

Key takeaways

  1. Closing an LLC is easy and cheap almost everywhere. 8 states charge nothing to file, the median fee is just $30, and 44 of 50 states let you file online. The friction is concentrated in a small group of states, not spread across the country.
  2. The “tax clearance” requirement is rarer than it sounds. Only 5states make you obtain a clearance certificate from the tax agency before you can dissolve. Filing final returns and paying what you owe is near-universal; needing the tax office's formal permission first is not.
  3. Delaware is the outlier, not the norm. Its difficulty score (55) is the highest of any state — driven by the nation's steepest filing fee and a paper-only process. The same infrastructure that makes Delaware the default state to form in makes it the most expensive and bureaucratic to leave.
  4. Cheap to file is not the same as easy to close. Kentucky charges only $40 but accepts no online dissolution filing; the real cost of closing is a mix of money, paperwork, and waiting — which is exactly what the difficulty score captures.

What the 2026 numbers actually tell us

The headline is reassuring for most business owners: in the vast majority of states, dissolving an LLC is a low-cost, single-form, file-it-online affair. Eight states — California, Connecticut, Georgia, Idaho, Maryland, Montana, Utah, Washington — charge no fee at all to file the dissolution, and the national median filing fee is only $30. Across all 50 states, 44 accept the filing online. If you are winding down a simple, single-member LLC that has kept up with its taxes and annual reports, the state paperwork itself is rarely the hard part.

The interesting findings are in the exceptions — the specific gates a minority of states put between you and a clean exit. Three of them matter far more than the headline fee.

1. The tax-clearance gate: only 5 states make you get permission first

5states require a tax-clearance certificate to dissolve — out of 50A great deal of online advice implies you must “get tax clearance” to close an LLC anywhere. That conflates two very different things. Filing your final tax returns and paying what you owe is required almost everywhere — that is simply what closing a business means. But obtaining a formal tax-clearance certificate — an affirmative sign-off from the state revenue agency that the Secretary of State then requires before it will accept your dissolution — is a genuine extra gate, and only Pennsylvania, Rhode Island, Texas, New Hampshire, Tennessee impose it. In those states the clearance step, not the filing fee, is what stretches a dissolution from days into weeks. California and New York, despite their reputations for red tape, require no such certificate for an LLC — only that you file final returns and pay what you owe. Pennsylvania is the strictest of the 5: its Certificate of Termination requires clearance from both the Department of Revenue and the Department of Labor & Industry, and the state splits closure into two separate filings, so its $ 70 fee shown below understates the full cost of getting all the way out.

The deduction

If you are closing an LLC in one of these 5 states, start the tax-clearance request before you file anything with the Secretary of State — it is the long pole in the tent. In the other 45 states, focus on filing accurate final returns; there is no separate certificate standing in your way.

2. Delaware is a category of one

$220Delaware's dissolution fee — the highest in the nation, and far above the $30 medianDelaware tops the ranking because it stacks two frictions the score already captures — the highest filing fee in the country ($220 for the Certificate of Cancellation) and a paper-based filing process — and then adds one the score does not: its flat $300 annual franchise tax must be paid current before the state will cancel the entity, so an LLC that has sat idle for a couple of years can owe hundreds in back franchise tax purely for the privilege of closing. That is a pay-to-cancel tax gate, not the kind of separate tax-clearance certificate New Hampshire or Pennsylvania require. The lesson is not that Delaware is a bad choice — for many companies its legal infrastructure is worth it — but that the exit cost is part of the deal, and it is one the “just form in Delaware” advice rarely mentions.

3. Publication is nearly extinct — and paper filing is the quieter friction

Newspaper publication, once a common step, has all but disappeared from dissolution: only Nebraska still mandates it. Several states that require publication to form an LLC — New York, Arizona, Pennsylvania — do not require it to close one. The more common modern friction is mundane: 6 states — Delaware, Oregon, Maine, Wyoming, Kentucky, Alaska — still provide no way to file a dissolution online, forcing a mailed or in-person paper filing that adds days to the process. It is a small thing, but it is the kind of detail that turns a same-day online task into a two-week errand.

Methodology

Difficulty score (0-100) combines the four dimensions with confirmable cross-state signal: filing fee (0-40, scaled to the costliest state), a tax-clearance gate (+25), a mandatory newspaper-publication requirement (+20), and a confirmed paper-only filing process (+15). Processing time and statutory creditor-notice periods are shown where a state publishes them but are excluded from the score because they are not consistently available across all states.

We reviewed each state's Secretary of State (or equivalent business-filing agency) dissolution instructions and the relevant state LLC Act in mid-2026. Where a state publishes a figure — such as a processing time or a statutory creditor-notice period — we recorded it, but we deliberately excluded those two fields from the score because states do not report them consistently, and imputing them would manufacture precision the sources do not support. The score therefore reflects only the four dimensions we could confirm for every state: the filing fee (weighted 40 of 100, scaled to the costliest state), a tax-clearance gate (+25), a mandatory publication requirement (+20), and a confirmed paper-only filing process (+15). Fees and rules change; the state name in each row links to the official page so you can confirm the current figure before filing. This index is informational and is not legal or tax advice.

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