Research & Data

The Hardest States to Close an LLC in 2026

Name: LLC Dissolution Difficulty Index, Cost and Requirements by State
Creator: MyStateLLC
License: https://creativecommons.org/licenses/by/4.0/

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.

$30Median filing feeRange: $0 to $220

3States require tax clearanceA certificate, not just paid taxes

6Paper-only statesNo online dissolution filing

DelawareHardest state to closeScore 55/100

Bar chart of the 7 hardest U.S. states in which to close an LLC, scored 0-100 on filing fee, tax clearance, mandatory publication, and paper-only filing: Delaware ranks hardest at 55, Pennsylvania second at 37.7, and Oregon third at 33.2, out of 50 states scored. — Difficulty score combines filing fee (0-40), a tax-clearance gate (+25), mandatory newspaper publication (+20), and paper-only filing (+15). Higher is harder. It scores what the filing itself demands: processing time, creditor-notice periods, an entity-level tax that must be paid current before the state accepts the cancellation, and winding-up duties such as final returns and member consent are all excluded, because states do not publish them consistently enough to compare. Source: MyStateLLC primary-source review of state Secretary of State dissolution filings and state LLC Acts, reviewed 2026-08-13.

The 10 hardest states to close an LLC

Ranked by our difficulty score (0 to 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.

Source: MyStateLLC 2026 review of state Secretary of State dissolution filings and LLC Acts. Chart: MyStateLLC.

Cite this study

This dataset 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.

Citation

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

Attribution HTML

<p>Source: <a href="https://www.mystatellc.com/research/llc-dissolution-index">MyStateLLC LLC Dissolution Difficulty Index</a>, based on MyStateLLC primary-source review of state Secretary of State dissolution filings and state LLC Acts.</p>

The headline findings

Hardest to close

Delaware55
Pennsylvania37.7
Oregon33.2
Texas32.3
Maine28.6

Difficulty score out of 100.

Most expensive

Delaware$220
Louisiana$125
Oregon$100
Alabama$100
Massachusetts$100

State filing fee to dissolve.

Free to close ($0 filing)

California
Connecticut
Georgia
Idaho
Maryland
Montana
Utah
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.

#	State	Filing fee	Tax clearance	Publication	Online filing	Score
1	Delaware	$220	No	No	Paper only	55
2	Pennsylvania	$70	Required	No	Yes	37.7
3	Oregon	$100	No	No	Paper only	33.2
4	Texas	$40	Required	No	Yes	32.3
5	Maine	$75	No	No	Paper only	28.6
6	Tennessee	$20	Required	No	Yes	28.6
7	Wyoming	$60	No	No	Paper only	25.9
8	Nebraska	$30	No	Required	Yes	25.5
9	Louisiana	$125	No	No	Yes	22.7
10	Kentucky	$40	No	No	Paper only	22.3
11	Alaska	$25	No	No	Paper only	19.5
12	Alabama	$100	No	No	Yes	18.2
13	Massachusetts	$100	No	No	Yes	18.2
14	Nevada	$100	No	No	Yes	18.2
15	New Jersey	$100	No	No	Yes	18.2
16	New York	$60	No	No	Yes	10.9
17	Arkansas	$50	No	No	Yes	9.1
18	Mississippi	$50	No	No	Yes	9.1
19	Ohio	$50	No	No	Yes	9.1
20	Oklahoma	$50	No	No	Yes	9.1
21	Rhode Island	$50	No	No	Yes	9.1
22	Arizona	$35	No	No	Yes	6.4
23	Kansas	$35	No	No	Yes	6.4
24	Minnesota	$35	No	No	Yes	6.4
25	New Hampshire	$35	No	No	Yes	6.4
26	Wisconsin	$35	No	No	Yes	6.4
27	Indiana	$30	No	No	Yes	5.5
28	North Carolina	$30	No	No	Yes	5.5
29	Florida	$25	No	No	Yes	4.5
30	Hawaii	$25	No	No	Yes	4.5
31	Missouri	$25	No	No	Yes	4.5
32	New Mexico	$25	No	No	Yes	4.5
33	Virginia	$25	No	No	Yes	4.5
34	West Virginia	$25	No	No	Yes	4.5
35	North Dakota	$20	No	No	Yes	3.6
36	Vermont	$20	No	No	Yes	3.6
37	Colorado	$10	No	No	Yes	1.8
38	Michigan	$10	No	No	Yes	1.8
39	South Carolina	$10	No	No	Yes	1.8
40	South Dakota	$10	No	No	Yes	1.8
41	Illinois	$5	No	No	Yes	0.9
42	Iowa	$5	No	No	Yes	0.9
43	California	$0	No	No	Yes	0
44	Connecticut	$0	No	No	Yes	0
45	Georgia	$0	No	No	Yes	0
46	Idaho	$0	No	No	Yes	0
47	Maryland	$0	No	No	Yes	0
48	Montana	$0	No	No	Yes	0
49	Utah	$0	No	No	Yes	0
50	Washington	$0	No	No	Yes	0

Key takeaways

Closing an LLC is easy and cheap almost everywhere. 8 states charge no filing fee when you file online, 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.
The “tax clearance” requirement is rarer than it sounds. Only 3 states 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.
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.
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 state filing fee for the dissolution itself. Four of them still take money at the counter, and not in the same direction: Georgia and Idaho add a charge for a paper filing, while Maryland and Washington add a convenience or processing fee to an online one. So “free” means the state's own filing fee, not the total cost of closing. 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 3 states make you get permission first

3states 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, Texas, 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 3: 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 the $70 fee shown below understates the full cost of getting all the way out. Tennessee splits it the same way, a Notice of Dissolution and then Articles of Termination at $20 each, so its row understates the total for the same reason. Every fee on this page is the cost of one filing.

The deduction

If you are closing an LLC in one of these 3 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 47 states, focus on filing accurate final returns. Our review of the dissolution instructions in those states found no separate certificate requirement, but confirm it against the official page linked in the table before you file.

For the full process, from the member vote to deactivating the EIN, with each state's form, see our guide on how to dissolve or close an LLC in any state.

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 annual LLC tax must be paid current before the state will cancel the entity. The tax is $400 a year for tax years from 2026 under Delaware's LLC statute, raised from $300 by an amendment, and each year before 2026 is still owed at $300. It is charged with no proration for any year the LLC was on the register at all, so an LLC that has sat idle for a couple of years can owe several hundred dollars in back tax purely for the privilege of closing. That is a pay-to-cancel tax gate, not the kind of separate tax-clearance certificate Pennsylvania or Texas 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. Two of the three states that require publication to form an LLC, New York and Arizona, do not require it to close one, which leaves Nebraska as the only state that asks for it at both ends. 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). It scores what the filing itself demands. `tax_clearance_required` means specifically that a revenue agency must ISSUE a certificate and that certificate must reach the filing office before the dissolution or termination filing is accepted. It does NOT mean a statutory taxes-paid precondition with no document changing hands (Delaware's and Rhode Island's rules are both of that weaker kind and are both false), a certificate needed only before DISTRIBUTIONS to members rather than before the filing (New Hampshire), a certificate needed only for reinstatement after administrative dissolution, or a self-certification signed on the form itself. Leaving this undefined is what produced four false positives at once; see item Y in docs/article-figures-followups-2026-07-31.md. 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. Also unscored, and material at the top of the ranking: an entity-level tax that must be paid current before the state will accept the cancellation (Delaware's flat annual LLC tax is exactly this, and is why Delaware ranks hardest on fee and paper-only filing alone), and winding-up duties such as final returns, member consent and asset distribution.

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.

Frequently Asked Questions

: The state filing fee to dissolve or terminate an LLC ranges from $0 to $220 depending on the state, with a national median of about $30. Eight states, California, Connecticut, Georgia, Idaho, Maryland, Montana, Utah, and Washington, charge no state filing fee for the dissolution itself. Four of those eight still take money at the counter, and not all in the same direction: Georgia and Idaho add a charge for a paper filing, while Maryland and Washington add a convenience or processing fee to an online one. Delaware is the most expensive at $220. These figures cover only the state filing; they do not include any back taxes, entity-level taxes, registered-agent fees, portal fees, or newspaper-publication costs a state may also require before it will accept the filing.
: Three states require you to obtain a formal tax-clearance certificate from the revenue agency and file it with the dissolution: Pennsylvania, Tennessee, and Texas. This is different from, and stricter than, the near-universal requirement to file your final tax returns and pay what you owe. The states most often miscounted here are California, New York, New Jersey, New Hampshire, Rhode Island and Delaware. California repealed its certificate in 2006, and the New York and New Jersey consent requirements reach for-profit corporations only, so none of the three applies to an LLC. New Hampshire's Certificate of Dissolution from the Department of Revenue Administration is required before assets are distributed to members, not before the Secretary of State will accept the filing. Rhode Island's Form 404 asks the filer to self-certify tax status under penalty of perjury rather than to attach a letter from the Division of Taxation. Delaware requires only that its flat annual LLC tax be paid current before cancellation, which is a pay-to-cancel gate, not a certificate. In the three clearance states, the Secretary of State will not accept the dissolution until the revenue agency signs off, which can add weeks to the timeline.
: In almost every state, no. Of the 50 states, only Nebraska requires you to publish the dissolution notice in a newspaper, for three weeks in a row, and then file proof of publication with the Secretary of State. Three states require publication when you form an LLC: Arizona, Nebraska, and New York. Arizona's duty reaches fewer companies than the rule suggests, because where the statutory agent's county has a population over 800,000 (Maricopa and Pima) the Corporation Commission posts the notice in its own database instead. Arizona and New York do not require publication when you dissolve, so Nebraska is the only state that requires it at both ends. Pennsylvania is often listed alongside them and should not be: its advertising duty is a corporate one, and the Department of State states that no advertising is required to form a domestic LLC. Many states allow optional publication as a way to shorten the window in which unknown creditors can bring claims, but it is not a condition of dissolution.
: In most states they are two stages of the same process. Dissolution is the formal decision to close and the start of 'winding up', settling debts, notifying creditors, and distributing remaining assets. Termination (or cancellation) is the final filing that ends the LLC's legal existence after winding up is complete. A few states, such as Missouri, require two separate filings (a Notice of Winding Up and then Articles of Termination); most combine the step into a single Articles of Dissolution or Certificate of Cancellation.
: Delaware ranks first because it combines the highest filing fee in the country ($220 for the Certificate of Cancellation) with a paper-based filing process, and, separately, its flat annual LLC tax must be paid current before the state will cancel the entity. That tax is $400 a year for tax years from 2026 (raised from $300 by an amendment to Delaware's LLC statute), and Delaware LLCs pay it instead of filing an annual report. The step is a pay-to-cancel requirement, not a tax-clearance certificate. The same features that make Delaware attractive to form an LLC in, its established corporate-law infrastructure, make it comparatively costly and slow to exit.
: This index reflects a 2026 review of each state's Secretary of State (or equivalent business-filing agency) dissolution filings and state LLC Acts. State fees and procedures change, so confirm the current figure on the linked official page before you file. The compiled index is released under a Creative Commons Attribution (CC BY 4.0) license. You are free to cite or republish it with attribution to MyStateLLC and a link back to this page.

Sources

Each entry below is a document recorded in our verified sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

nebraskalegislature.gov/laws/statutes.php?statute=21-150Nebraska statute: Neb. Rev. Stat. 21-150 (dissolution notice publication)
nebraskalegislature.gov/laws/statutes.php?statute=21-193Nebraska statute: Neb. Rev. Stat. 21-193 (publication requirements)
California bill: AB 2341 (2006 repeal of the LLC tax clearance certificate)
New York statute: BCL 1004 (tax consent to dissolve a corporation)
New Hampshire statute: RSA 304-C:141 (tax certificate before distributions)
Delaware statute: 6 Del. C. 18-1107(b) (annual LLC tax amount)
Delaware bill: HB 400 (raised the annual LLC tax from $300)
Delaware statute: 6 Del. C. 18-1107(k) (taxes paid before cancellation)
Rhode Island statute: R.I. Gen. Laws 7-16-8(c) (taxes paid before dissolution)

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.