How to Dissolve an LLC in Michigan (2026)
To dissolve an LLC in Michigan, you file a Certificate of Dissolution (CSCL/CD 731) with LARA and pay a $10 fee. You don't need tax clearance before you file. Instead, you request it from the Department of Treasury within 60 days after you file.
This guide covers voluntary dissolution. That's when your members choose to close the LLC on their own. If your LLC formed in another state and registered to do business here, you'll file a Certificate of Withdrawal instead.
Quick Summary
- Confirm your LLC's standing with LARA well before you file. A lapse caught early is a quick fix instead of a rejected filing.
- Your operating agreement can set its own vote threshold for dissolving. Michigan's unanimous-vote default only applies when the agreement stays silent.
- Keep a copy of your filed certificate. Your bank and any creditors may ask to see it before closing accounts.
Michigan LLC Dissolution Quick Reference
Here's every number, form and address you need from the Michigan LARA Corporations Division before you start the dissolution paperwork.
| Detail | Information |
|---|---|
| Form name | Certificate of Dissolution (CSCL/CD 731) |
| Filing fee | $10 |
| Expedited options | 24-hour: $100, same-day: $200, 2-hour: $500, 1-hour: $1,000 (on top of the $10 base fee) |
| Standard processing | Not published by LARA |
| Online portal | MiBusiness Registry Portal |
| Mail address | LARA Corporations Division, P.O. Box 30054, Lansing, MI 48909 |
| In-person address | 2407 N Grand River Ave, Lansing, MI 48906 |
| Notarization required | No |
| Tax clearance required (agency) | Yes, request within 60 days after filing from the Department of Treasury Tax Clearance Section |
| Online filing mandatory for | Not applicable, Michigan has no county- or parish-based online filing mandate |
| Short-form eligibility | Not applicable, the same form applies regardless of debts or property |
How to Dissolve an LLC in Michigan: 6 Steps
Follow these six steps to close your Michigan LLC the right way. They run from the member vote through canceling your last business license. Our guide to how to dissolve an LLC covers the same basic process for other states too.
Step 1: Vote to Dissolve
Start by calling a meeting of your LLC's members. Vote on whether to dissolve the company. Check your operating agreement first. It sets the exact vote you need.
If it's silent, Michigan law defaults to a unanimous vote of every member [1]. Write down the vote and the date. You may need this record later, if a bank or creditor asks how you made the decision.
Your LLC can also dissolve without a members' vote. This happens automatically on a date your articles of organization set, or when a court orders judicial dissolution.
Step 2: Notify Creditors
Tell your known creditors in writing. Say your LLC is dissolving. The notice must describe what a claim needs. It must give a mailing address and a deadline of at least 6 months [2]. After that date, the claim no longer counts.
You can also publish a notice in a local newspaper. This bars claims from people you didn't know about, one year after the ad runs [3].
Step 3: File Final Tax Returns and Get Tax Clearance
Wrap up your LLC's tax obligations before you file your dissolution paperwork. File your final state and federal returns. Pay off anything you still owe.
Michigan doesn't make you wait for a tax clearance first. You have 60 days after filing to request one from the Treasury's Tax Clearance Section in Lansing. It confirms the state has no outstanding claim against your LLC.
Step 4: File the Certificate of Dissolution with LARA
You can file your Certificate of Dissolution (CSCL/CD 731) online, by mail or in person. Use Michigan's MiBusiness Registry Portal for online filing, or visit LARA's Lansing office.
Make sure your LLC is in good standing before you file. LARA may flag your business for missing paperwork. Fix that first. A dissolution filing from a business that isn't in good standing gets rejected.
The form needs a signature from a manager, member or authorized agent. It doesn't need a notary. You'll file this same Certificate of Dissolution whether or not your LLC has outstanding debts or real property, since Michigan has no short-form alternative.
For faster processing, LARA offers 24-hour, same-day, 2-hour and 1-hour expedited service. Each option costs an extra fee on top of the base filing fee.
Step 5: Distribute Remaining Assets
Pay your final taxes first. Then pay off your LLC's remaining debts before you distribute anything else. Michigan law sets a strict order for what's left.
Creditors come first. Members owed unpaid distributions come next. Only then do members split what's left, based on their ownership share [4].
Your operating agreement may set its own rules for splitting assets. Those rules apply once you've settled creditors and member debts. Keep records of every payment.
Step 6: Close Accounts and Cancel Licenses and Permits
Close your LLC's bank accounts and any business credit accounts. Do this once you've filed your paperwork and settled your debts. Cancel any state licenses or permits tied to the business.
Let your registered agent, insurance carriers and any vendors or landlords know your LLC is closing. If you have employees, handle your final payroll tax filings. Cancel your unemployment insurance account before you close the books for good.
FAQs
How Much Will Dissolving Your Michigan LLC Cost?
Dissolving your Michigan LLC costs $10. That's the flat filing fee for a Certificate of Dissolution with LARA. Expedited service costs more, depending on the turnaround you pick.
How Long Does It Take To Dissolve an LLC in Michigan?
Michigan doesn't publish how long it takes to dissolve an LLC in Michigan. Processing time depends on whether you pay for expedited service, and faster turnarounds cost more.
How Do I Dissolve A Foreign LLC In Michigan?
You dissolve a foreign LLC in Michigan with a different form. File an Application for Certificate of Withdrawal (CSCL/CD-761) with LARA instead of a Certificate of Dissolution. It costs $10. You still have 60 days afterward to request a tax clearance.
Can I Reverse an LLC Dissolution in Michigan?
No, you can't reverse a voluntary LLC dissolution in Michigan once you've filed your Certificate of Dissolution. Michigan only lets LARA reinstate an LLC it dissolved administratively for missing paperwork. A member-filed Certificate of Dissolution is final.
References:
- https://www.michigan.gov/lara/bureau-list/cscl/corps/limited-liability-co/filling-requirements-continued/dissolution
- https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-4806
- https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-4807
- https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-4808
