What Forms Are Needed to Dissolve an LLC? (Full Guide)
Between March 2023 and March 2024, nearly 983,000 small businesses shut down across the United States.
As a tax attorney who's guided more than 40 LLC dissolutions over the past five years, I can tell you the paperwork is the part that trips most people up. So I sat down with our team of legal professionals to walk through exactly which forms you need — and what to do with them.
Quick Summary
- The forms needed to dissolve an LLC include a Certificate of Dissolution and the corresponding final tax returns.
- Once the vote to dissolve is finalized, the LLC should cancel permits and licenses, inform clients and other businesses, settle debts, and liquidate the company assets.
- Depending on the state, it usually takes between 90 and 180 days to dissolve an LLC. The process duration varies based on specific state regulations and any outstanding obligations.
- I advise business owners who intend to dissolve their LLC to seek consultation on how to distribute assets, especially if the company has no operating agreement.
Required Forms for LLC Dissolution
The forms you'll need depend on the state where your LLC is registered — there's no single universal checklist. That said, most states follow a similar pattern.
Here is a general list of common forms you typically need during the dissolution process:
1. Certificate of Dissolution or Articles of Dissolution
This is the document that officially ends your LLC's legal existence. It releases the company from future obligations and liabilities — so getting it right matters.
When you fill it out, you'll need to include the LLC's name, address, dissolution date, and the reason you're closing. You'll also need to specify whether the dissolution is voluntary or triggered by other circumstances.
Once completed, file it with your state's business filing office. Pay close attention to filing fees, formatting requirements, and any deadlines — I've seen rejections happen over surprisingly minor errors.
2. Federal, State, and Local Tax Forms
You need to file the following forms based on the tax classification of your LLC:
- Single-member LLC: Schedule C Form 1040
- Multi-member LLC: Form 1065
- LLCs taxed as C corp: Form 1120 U.S. Corporate Income Tax Return
- LLCs taxed as S corp: Form 1120-S
Beyond federal forms, some states require their own tax filings — think state income tax, sales tax, or other local obligations [1].
Your Employer Identification Number (EIN) is permanently tied to your business entity, so you'll also need to send a letter to the IRS to formally close your tax account. When I helped a client do this, we included the business name, address, structure type, and EIN. Don't skip this step — it's one people forget, and it can cause headaches later.
3. Business Licenses and Permits
Depending on the nature and location of the business, the LLC may hold various licenses and permits to operate legally.
I stress the importance of canceling or terminating these licenses and permits upon dissolution to avoid any ongoing legal obligations or liabilities.
What Is an LLC Dissolution Form?
An LLC dissolution form is the legal document that formally closes your LLC. It creates an official record of the company's closure and how assets were distributed among members.
The exact process varies by state, but you can find the specifics on your Secretary of State's website. Most states charge a filing or service fee on top of the dissolution forms themselves.
Some states also require members to submit a separate cancellation confirmation. California, for example, uses Form LLC-4/7 as part of its dissolution procedure [2].
Prior to Dissolution: Verify Your Good Standing
Before you file anything, check that your LLC is in good standing with the Secretary of State. Most states won't process dissolution paperwork if your LLC has unpaid fees, overdue annual reports, or outstanding tax obligations.
If your LLC has fallen out of good standing, you'll likely need to reinstate it first — which means filing overdue reports and paying any accumulated penalties. Check your LLC's current status using your state's online business entity search tool before submitting any dissolution forms.
How to Dissolve an LLC?
To officially dissolve an LLC, you must take certain steps to legally terminate the business entity:
1. Voting to Dissolve the LLC
Start with your operating agreement — it should spell out how a dissolution vote works. If there's no operating agreement in place, the members can call a meeting and vote on the motion directly.
2. Filing Articles of Dissolution with the State
Most states require a limited liability company to file Articles of Dissolution to finalize its business affairs.
Filing fees vary by state and can depend on whether additional transactional documents are required. I'd recommend checking directly with your Secretary of State's office — the procedures differ more than most people expect, and getting it wrong means starting over.
3. Ending Your Business Affairs
As part of finalizing the process of dissolving an LLC, you may be required to wind up other business affairs.
That means completing any open projects, making final distributions or sales, and tying up loose ends. You'll also need to notify clients, customers, financial institutions, and creditors — typically through a mailed Notice of Intent to Dissolve.
"The key to change lies in directing all your energy towards constructing the new, rather than battling the old."
- Jon Morgan, CEO, Co-Founder & Editor-in-Chief of Venture Smarter
Read our article for more information about what happens to assets of a dissolved company.
FAQs
How Can an LLC Be Dissolved?
An LLC can be dissolved voluntarily if the owners decide to terminate the business. The state may administratively dissolve a business entity for non-compliance with state laws.
What Happens If You Do Not Formally Dissolve an LLC?
If you do not formally dissolve an LLC, annual fees and taxes will continually accumulate since the state acknowledges the existence of your company.
References:
- https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business
- https://bpd.cdn.sos.ca.gov/llc/forms/llc-3--4-7.pdf
Do you need to file a Certificate of Dissolution in every state, or does it depend on where the LLC was formed?