Dissolve an LLC to End Your Liability

Learn the steps you need to take in order to dissolve an LLC.

By , Attorney

You've decided to wind down your LLC, but you need to take care of several important steps to limit your liability for lawsuits and government fees. Several months after you send notice to your creditors that you're going out of business, and after you've settled debts with all known creditors, it's time to officially end your limited liability company (LLC). You need to dissolve your entity with the secretary of state or the corporations division in your state by filing a form or two. By dissolving your entity, you ensure that you are no longer liable for paying annual fees, filing annual reports, and paying business taxes. If you don't dissolve your LLC, you could be looking at thousands of dollars in accumulated fees and penalties after a few years.

Officially dissolving your business also puts creditors on notice that your business can no longer incur business debts. In fact, in some states, if you don't notify your creditors and customers by officially dissolving your business, they can sue you for a longer period of time.

For the specific rules on dissolving an LLC in your state, see Dissolving an LLC.

Vote to Dissolve the LLC

The first step to dissolving your company is for your members to officially agree to close the business. Vote to dissolve the business following the procedures set out in your organizational documents (articles of incorporation, articles of organization, or LLC operating agreement). If these documents are silent on the dissolution process, your state's business statutes. The vote to dissolve the entity should be recorded in a resolution in the minutes of a meeting or with a written consent form and put it in your LLC records book.

File the Proper Dissolution Forms

Next, visit your state's secretary of state or corporations division website to find the dissolution form. It will be called a certificate of dissolution, certificate of cancellation, articles of dissolution, or something similar. Typically, the form merely asks for information that identifies you and your company, but some states also ask whether the owners have paid all debts and liabilities and whether the remaining assets, if any, were distributed. Most states charge a small fee for filing the form—check the form instructions for the amount.

When you send in your dissolution form to the state, include a cover letter with your business name and LLC number as well as your name, return address, and telephone number. If there is a fee, be sure to include it. If you are mailing in the form (instead of submitting it electronically), send the form by certified mail, with return receipt requested. The state should send you back a certificate of dissolution or similar document, which you should file in your LLC records book. If you have questions on the paperwork, most states provide very clear rules for dissolution on their websites.

Cancel Out of State Registrations or Qualifications

If your LLC has qualified (registered) to do business in other states, you'll also need to file a form to withdraw your right to transact business in that state. This form may be called an application of withdrawal, certificate of termination of existence, termination of registration, or certificate of surrender of right to transact business. If you neglect to file the appropriate form, you will continue to be liable for paying annual report fees as well as minimum taxes to those states, even if you cease all operations.

Get a Tax Clearance If Necessary

In some states, before you are allowed to formally dissolve your LLC, you must obtain a tax clearance, consent to dissolution, or verification of good standing from your state tax agency. In these states, the secretary of state or corporations division will not allow your LLC to dissolve if you have not filed your last tax return (checking the "Final tax return" box and writing FINAL at the top) and paid all taxes owed.

To get the clearance or consent of the tax agency, you submit a request electronically or by mail. If you are current on filing tax returns and paying state taxes, you will receive a letter or certificate declaring that you have no tax liability.

Wind Up Business

In addition to filing paperwork with the state, you must complete other practical steps to wind up your business. This includes notifying your creditors, selling off inventory and equipment, liquidating the rest of your assets, and negotiating the settlement of your debts. If you fail to properly wind up your company, you and the other owners might be personally liable for the debts of the business. Click here to review a checklist of things you should accomplish to properly close your LLC.

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