Dissolving a Limited Liability Company (LLC) is a process that involves several steps and can vary depending on the state in which your LLC is established. Below, we outline the key steps to guide you through the dissolution process, ensuring that all legal obligations are met and that your LLC is properly unwound.
1. **Review Your Operating Agreement:** Before initiating the dissolution process, it’s important to review your LLC’s operating agreement, if you have one. This document may contain specific provisions or procedures for dissolution that you must follow to comply with your previously agreed-upon terms.
2. **Obtain Consent to Dissolve:** If your LLC has multiple members, you will typically need to get consent from all members to proceed with the dissolution. This agreement may need to be documented in writing, detailing the decision to dissolve the LLC and the effective date of dissolution.
3. **File Articles of Dissolution:** To officially dissolve your LLC, you must file Articles of Dissolution (or a similar form) with your state’s Secretary of State or the appropriate state agency. This document usually requires basic information such as your LLC’s name, the date of dissolution, and other relevant details. There may also be a filing fee involved.
4. **Notify Creditors and Settle Debts:** It’s critical to notify all creditors of your LLC’s dissolution. You should pay off any outstanding debts and obligations your LLC has incurred. This step helps prevent any potential legal issues that could arise if creditors attempt to collect debts after your LLC has been dissolved.
5. **Distribute Remaining Assets:** After all debts have been settled, any remaining assets of the LLC should be distributed among the members according to the terms outlined in your operating agreement or based on state law if there’s no operating agreement.
7. **File Final Tax Returns:** Don’t forget to file the final tax returns for your LLC, including any applicable state and federal taxes. You may also need to indicate that this is a final return. Additionally, it is important to check for any specific tax implications or requirements related to the dissolution of your LLC.
8. **Maintain Records:** Even after your LLC has been dissolved, it is wise to keep records of the dissolution process, including the Articles of Dissolution, member agreements, and any tax filings for a period of several years. This documentation can be important for legal or financial reasons in the future.
By following these steps and ensuring that each requirement is met, you can successfully dissolve your LLC while minimizing any potential complications. It’s often advisable to consult with a legal professional or an accountant to navigate this process effectively, ensuring compliance with both state and federal regulations.
When it’s time to move on, Eluntra makes dissolving your company simple and stress-free.
We handle all the paperwork, filings, and compliance so you can close your business properly and avoid unexpected penalites.
Wheather it’s an LLC, C Corporation, or Nonprofit, we’ll take care of the details in every state.
💵$199 flat fee + State Filing Fee
| State | Corporation | LLC | Nonprofit |
|---|---|---|---|
| Alabama | $155 | $155 | $155 |
| Alaska | $25 | $25 | $25 |
| Arizona | $25 | $35 | $25 |
| Arkansas | $50 | $50 | $50 |
| California | $16 | $16 | $16 |
| Colorado | $25 | $25 | $25 |
| Connecticut | $0 | $0 | $0 |
| District of Columbia | $220 | $200 | $80 |
| Delaware | $10 | $200 | $204 |
| Florida | $35 | $25 | $35 |
| Georgia | $0 | $0 | $0 |
| Hawaii | $25 | $25 | $10 |
| Idaho | $30 | $30 | $30 |
| Illinois | $10 | $105 | $10 |
| Indiana | $30 | $30 | $30 |
| Iowa | $5 | $5 | $5 |
| Kansas | $35 | $35 | $20 |
| Kentucky | $90 | $50 | $55 |
| Louisiana | $75 | $105 | $80 |
| Maine | $75 | $75 | $20 |
| Maryland | $100 | $100 | $100 |
| Massachusetts | $109 | $109 | $100 |
| Michigan | $10 | $10 | $10 |
| Minnesota | $70 | $35 | $70 |
| Mississippi | $28 | $53 | $28 |
| Missouri | $52 | $52 | $22 |
| Montana | $15 | $15 | $15 |
| Nebraska | $52 | $42 | $12 |
| Nevada | $100 | $100 | $50 |
| New Hampshire | $35 | $35 | $0 |
| New Jersey | $120 | $125 | $75 |
| New Mexico | $100 | $25 | $10 |
| New York | $60 | $60 | $30 |
| North Carolina | $32 | $32 | $17 |
| North Dakota | $30 | $30 | $30 |
| Ohio | $50 | $50 | $50 |
| Oklahoma | $50 | $50 | $25 |
| Oregon | $100 | $100 | $50 |
| Pennsylvania | $70 | $70 | $70 |
| Rhode Island | $50 | $50 | $10 |
| South Carolina | $10 | $10 | $10 |
| South Dakota | $10 | $10 | $5 |
| Tennessee | $40 | $40 | $40 |
| Texas | $40 | $40 | $5 |
| Utah | $6 | $6 | $6 |
| Vermont | $20 | $20 | $0 |
| Virginia | $20 | $25 | $20 |
| Washington | $0 | $0 | $0 |
| West Virginia | $25 | $25 | $25 |
| Wisconsin | $20 | $20 | $10 |
| Wyoming | $50 | $50 | $10 |
Note: Some states offer expedited options or require tax clearance/certified copies at extra cost. Always verify the latest fee on the state site before filing.
Dissolution is the legal process of closing your business with the state. It ends your company’s obligations for annual report, state fees, and ongoing compliance.
The cost includes:
Most states process dissolutions in 5 – 15 business days. Some states offere expedited service (24 -48) for an extra fee.
Yes. Even after dissolving, you must file a final federal tax return and any outstanding state returns. We can help guide you through this.
No. Once dissolve, your company name may become available to others. If you want to restart, you’ll need to form a new business.
You’ll still be responsible for annual fees, taxes and compliance penalties. Dissolving protects you from future liability.
Some states require proof thst all taxes are paid (e.g., Texas, New Jersey, New York). We’ll let you know if this applies to your state and assist with the process.
Yes! We handle LLCs, C C orporations, and Nonprofits in all 50 states.
Eluntra is not a law firm and doesn’t give legal advice. Using our products and services is subject to our Terms of Service and Privacy Policy. Information you share with Eluntra isn’t protected by attorney-client privilege.
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