How to Dissolve an LLC in Illinois (2026)
To dissolve an LLC in Illinois, you file a Statement of Termination, Form LLC-35.15, for a $5 fee. You file it with the Secretary of State. Illinois doesn't require tax clearance first. You just need your final tax returns.
This guide covers closing a domestic Illinois LLC by choice. That's when the members decide to stop doing business. If your LLC formed in another state but registered here, you'll file a withdrawal instead.
Quick Summary
- Skip the clearance-certificate search. Illinois doesn't ask for one, but you still owe a final tax return.
- Keep a copy of your filed certificate. It's your proof the LLC is officially dissolved.
- Settle known debts before you file. Illinois law requires paying creditors before splitting what's left among members.
Illinois LLC Dissolution Quick Reference
The table below lists the exact form, fee and filing details you need to close an Illinois LLC, including both office addresses and the online option.
| Detail | Information |
|---|---|
| Form name | Statement of Termination (Form LLC-35.15) |
| Filing fee | $5 |
| Expedited options | $50 additional, requested in person only at the Springfield or Chicago office |
| Standard processing | Not published by the Illinois Secretary of State's Department of Business Services |
| Online portal | LLC Termination/Withdrawal |
| Mail address | Illinois Secretary of State, Limited Liability Division, 501 S. Second St., Rm. 351, Springfield, IL 62756 |
| In-person address | 501 S. Second St., Rm. 351, Springfield, IL 62756, or 69 W. Washington St., Suite 1240, Chicago, IL 60602 |
| Notarization required | No, no notarization requirement is stated on the Illinois Secretary of State's LLC forms or department pages |
| Tax clearance required (agency) | No, the Illinois Department of Revenue does not require a clearance certificate before filing |
| Short-form eligibility | Not applicable, one form covers every domestic LLC termination |
How to Dissolve an LLC in Illinois: 6 Steps
This walkthrough covers all six steps to dissolve an LLC in Illinois, starting with the member vote and ending with your paperwork at the Secretary of State's office.
Step 1: Vote to dissolve
Your operating agreement is the first place to look. It sets the vote or consent your LLC needs to dissolve. If it stays silent on the topic, Illinois law steps in: every member has to consent before dissolution takes effect [1].
Document the outcome in writing right after the vote, using meeting minutes or a signed written consent. Keep it with your LLC's records as proof the members approved the dissolution.
Step 2: Notify creditors
Illinois law says whoever winds up the LLC must pay its debts before any money reaches the members [2]. Notify creditors early so this step doesn't stall your filing.
Illinois law sets no separate notice period or claims deadline for a voluntary dissolution, so pay what you owe as soon as you know about it.
Step 3: File final tax returns and skip the clearance chase
File your last federal and state tax returns and mark each one final. The Illinois Department of Revenue doesn't require tax clearance before you dissolve, only that you close out each tax account you hold.
Reach the department through MyTax Illinois or at 217-785-3707 if you still owe on an account. Settle what's due for the final period before you send your paperwork to the Secretary of State.
Illinois doesn't levy its own entity-level tax on a wound-up LLC, so the return you mark final for each tax type is the last one you owe.
Step 4: File the Statement of Termination with the Secretary of State
Submit the Statement of Termination, Form LLC-35.15, to the Illinois Secretary of State's Department of Business Services. Every domestic LLC uses this same form. There's no shortened version or eligibility test to worry about.
The filing fee is $5, and you can file it through the state's online termination portal instead of mailing anything in.
Prefer paper? Mail the form to the Limited Liability Division at 501 S. Second St., Rm. 351, Springfield, IL 62756, or hand-deliver it there. The Chicago office at 69 W. Washington St., Suite 1240, Chicago, IL 60602 also accepts in-person filings.
Filing faster costs $50 more, but you must request it in person at the Springfield or Chicago office. Mailed requests for faster service aren't accepted.
You don't need a notary for this filing in Illinois. Call the Limited Liability Division at 217-524-8008 if you have questions before you file.
Step 5: Distribute Remaining Assets
Illinois law sets the order for handing out what's left once the LLC pays its debts [3]. Assets first cover what the company owes its creditors, including any member who is also a creditor.
After that, each member gets back their contributions, and any remaining surplus splits equally among members unless the operating agreement sets a different split.
Step 6: Close accounts and cancel licenses and permits
Close your business bank accounts once you have your filed certificate in hand. Cancel any state and local licenses or permits tied to the LLC.
Close your sales tax account with the Department of Revenue if you held one, and catch up on any Illinois LLC annual report filings you still owe before you dissolve.
FAQs
How Long Does It Take to Dissolve an LLC in Illinois?
How long it takes to dissolve an LLC in Illinois isn't fixed, since the state doesn't publish a standard timeline for the Statement of Termination. Step 4 above covers your expedite option if the wait is too long.
How Much Does It Cost to Dissolve an LLC in Illinois?
It costs $5 to dissolve an LLC in Illinois, the flat fee for filing your Statement of Termination. Pay by check, since the office doesn't accept cash.
Can a Dissolved LLC Be Reinstated in Illinois?
Yes, a dissolved LLC can be reinstated in Illinois. File the Application for Reinstatement Following Termination, Form LLC-45.70, and pay the $200 fee.
Do You File Taxes for a Dissolved LLC in Illinois?
No, you don't file taxes for a dissolved LLC once it's fully wound up in Illinois. Step 3 above covers the one filing task left: marking your closing returns final.
References:
- https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K35-1.htm
- https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K35-4.htm
- https://www.ilga.gov/documents/legislation/ilcs/documents/080501800K35-10.htm
