How to Dissolve an LLC in Virginia (2026)

Published by Jon Morgan | Co-Founder & Chief Editor

Last updated: August 31, 2026

FACT CHECKED by Jon Tobin, Business Attorney

Methodology
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Virginia LLC owners close their company by filing Articles of Cancellation (Form LLC1050) with the State Corporation Commission. The filing fee is $25. You won't need a tax clearance certificate or a notary before you file.

This guide covers voluntary dissolution, for a domestic Virginia LLC closed by a vote of its members. A foreign LLC withdraws using a different form, covered in the FAQ below.

Quick Summary

Virginia LLC Dissolution Quick Reference

The table below summarizes what you need to file with the Virginia State Corporation Commission to dissolve an LLC. Check it before you file, so the fee, form and mailing address all match what the SCC expects.

How to Dissolve an LLC in Virginia: 6 Steps

These six steps mirror the process used to dissolve an LLC anywhere in the country, adjusted here for Virginia's own forms, deadlines and fees. Follow them in order so you don't run into avoidable delays.

Step 1: Vote to Dissolve the LLC

Hold a formal vote among the LLC's members before you file anything. Unless your operating agreement or articles of organization name a different dissolution trigger, Virginia's default rule is unanimous written consent [1].

Your operating agreement might also list its own dissolution triggers, like a fixed end date or a specific event named in advance. Read it closely, since a listed event can start the clock even without a separate vote.

Record the vote and each member's consent in writing. Keep that record with your company files, since you'll want it on hand if a bank, creditor or the state ever asks how you decided.

Step 2: Notify Creditors About the Dissolution

Once the vote passes, send written notice to every known creditor. Virginia law lets you pick your own claim deadline. It just can't be less than 120 days from your notice date [2].

Tell each creditor how to submit a claim and by when. Claims that miss that deadline are barred for good, so this notice protects the company as much as it protects them.

If you reject a claim in whole or in part, put that in writing too. The creditor then has 90 days to sue over it or lose the claim.

Step 3: File Final Tax Returns and Close Your Tax Accounts

File your LLC's final federal return with the IRS and mark it as final. This applies whether you're a single-member LLC reporting on your own return or a multi-member LLC filing its own.

Also close your accounts with the Virginia Department of Taxation. That includes sales tax and withholding accounts if the LLC had employees or sold taxable goods.

The SCC will process your Articles of Cancellation without any proof from the Department of Taxation. Close your state tax accounts anyway, and keep the confirmation for your records.

Step 4: File the Articles of Cancellation with the SCC

Submit the Articles of Cancellation to the State Corporation Commission with the $25 filing fee. No notary is required, just a signature from a manager, member or other authorized person. Virginia uses this same form for every domestic LLC, with no shorter version available.

You'll need the LLC's SCC ID number on the form. Find it on CIS, or contact the Clerk's Office directly.

File online through CIS for real-time processing, or mail the form to P.O. Box 1197, Richmond, VA 23218-1197. You can also drop it off at 1300 E. Main St, 1st floor, in Richmond.

The state doesn't publish a standard processing time. If you need it faster, next-day service costs $50 or $100, and same-day service costs $200. Both options only work if you file online.

The form asks you to confirm the LLC has finished winding up. That means debts are paid or covered, and remaining assets are ready to distribute.

Step 5: Distribute Remaining Assets

Virginia law sets the order for winding up. Pay creditors first, including any member who's owed money as a creditor. Then satisfy any distributions already owed to members [3].

Whatever is left goes back to members. Return each member's original contribution first. Then split what's left the same way the LLC shared distributions before, unless your agreement says otherwise.

Step 6: Close Accounts and Cancel Licenses and Permits

Close accounts and cancel licenses once your stamped Articles of Cancellation comes back from the SCC. Fees and renewal charges keep piling up on anything you leave open.

Keep a copy of your stamped filing for your records. Your bank will want it before closing accounts, and so will any local licensing office. Cancel your registered agent service in Virginia once the cancellation is filed, since a dissolved LLC no longer needs one.

Check every county and city license or permit tied to the business. For anyone launching a new company next, the steps to form an LLC in Virginia cover what that filing takes.

FAQs

References:

1. https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1046/
2. https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1049.1/
3. https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1049/