How to Dissolve an LLC in Virginia? (Step by Step Guide)

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: February 19, 2024
FACT CHECKED by Lou Viveros, Growth & Transition Advisor
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If you have decided to dissolve your LLC in Virginia and no longer conduct business in the state, you will need to take the appropriate steps to do so.

I am a legal advisor who has specialized in business consultation for the past decade. This article will provide a comprehensive guide to dissolving an LLC in Virginia, backed with the necessary research, legal information, and personal experience.

Whether your LLC is being dissolved voluntarily or involuntarily, you must understand the process involved.

Quick Summary

  • To dissolve a Virginia LLC members must state their intent to dissolve and file the Articles of Cancellation with the Virginia State Corporation Commission (SCC).
  • During dissolution LLC members should comply with state requirements and follow the LLC's operating agreement. 
  • It costs $25 to file the dissolution paperwork with the State.
  • Based on my extensive experience, proactively dissolving an LLC can often be a hidden opportunity for business owners to reassess, regroup, and re-enter the market stronger.


6 Steps to Dissolving an LLC in Virginia

A woman organizing the documents after the dissolve of an LLC in Virginia

The following is a step-by-step guide on how to dissolve an LLC:

Step 1: Vote to Dissolve the LLC

The Virginia LLC operating agreement is a written contract between the LLC members, and it's usually kept in the business records.

This document will outline how to dissolve an LLC in Virginia and any other business-related issues such as voting.

We recommend holding a meeting with all members once you have reviewed your Virginia LLC operating agreement and determined that dissolution is appropriate for your Virginia LLC.

"Virginia state law requires a unanimous vote or written consent by all members to dissolve the LLC unless the LLC operating agreement states otherwise."

-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter

Step 2: Notify Creditors About Your LLC's Dissolution

Having a meeting between

Notify all known creditors, business associates, and clients of the dissolution. This can be done in writing or by publishing a notice in a newspaper.

Business debts must be paid before the company is dissolved. Any assets that are liquidated may be used to settle obligations.

During our dissolution, we also published a newspaper notice giving the creditors 30 days from the publication date to claim their debts before being released from liability.

Make sure to include all important information in the notice, such as your Virginia business name, the date of dissolution, and your contact information.

Step 3: File Final Tax Returns and Obtain Tax Clearance

A tax lettering

All tax accounts must be closed by filing a final tax return. Pay all outstanding taxes owed to the Internal Revenue Service using Form 1065 and submit a check for the amount due.

It's important to note that tax clearance is not required to finalize a dissolution in Virginia.

The Virginia Department of Revenue must be notified once all tax obligations are settled, as well as any other outstanding taxes owed by your limited liability company.

Step 4: File Articles or Certificate of Dissolution

Virginia State Corporation Commission requires all LLCs to file Articles of Cancellation before closing business legally [1].

Virginia LLC Articles of Cancellation is a legal document needed to dissolve an LLC that can be downloaded on the State Corporation Commission website.

There is a $25 filing fee associated with this document.

The Articles of Cancellation must contain the following:

  • Business name
  • Mailing address
  • Registered Agent
  • Reason for the dissolution

In our process, we also included a written confirmation that the dissolution process has been approved by a majority of the LLC members and all affairs wound up.

You can mail the document, file it online through the Virginia Secretary of State website, or hand it in person at the Virginia State Corporation Commission office.

It usually takes about two weeks for your Articles of Cancellation to be processed by the state.

Step 5: Distribute Assets

After filing the Articles or Certificate of Dissolution, the next step in dissolving an LLC in Virginia is to distribute its assets.

This process must be conducted per both the LLC’s operating agreement and Virginia state law.

The distribution of our LLC's assets was done proportional to each member's ownership interest in the LLC.

If your company lacks an operating agreement that states the distribution terms, then you should share the assets as per the default rules under Virginia law.

Step 6: Close All Accounts and Cancel Licenses and Permits

Considering the significant number of closures, with 27,119 Virginia establishments shutting down between March 2021 and March 2022 according to the 2023 US Small Business Administration stats, the final step of closing all business accounts and canceling any licenses or permits is crucial to ensuring a clean dissolution process [2].

LLCs should terminate all business transactions and correspondence including bank accounts and tax accounts.

In our case, we also canceled all linked credit cards, service entities, utilities, and all applicable accounts.

The cancellation of these licenses and permits is crucial to avoid the accrual of unnecessary fees or penalties and to ensure that the LLC is not held liable for taxes or regulatory requirements moving forward.

FAQs

How Much Does It Cost to Dissolve an LLC in Virginia?

It costs $25 to dissolve an LLC which covers the Articles of Cancellation. However, if you opt for expedited processing, you will have to pay the filing fee of $200 for the same-day processing or $100 for the next-day processing.

How Long Does It Take To Dissolve an LLC in Virginia?

It takes up to two weeks to dissolve an LLC in Virginia. The dissolution can be completed in one or two days through expedited processing options.

How Do I Dissolve a Foreign LLC in Virginia?

To dissolve a foreign LLC in Virginia, file a Certificate of Cancellation of Registration (Form 1065) with the SCC. The LLC must also close all business bank accounts, pay taxes, and settle any other outstanding obligations.

Can I Reinstate a Dissolved LLC in Virginia?

Yes, you can reinstate a dissolved LLC in Virginia within five years of its dissolution by completing the Application for Reinstatement form from the Virginia SCC's website or office.

References:

  1. https://scc.virginia.gov/getattachment/381815f3-b147-4a6a-bb36-cd96d9ce7eb0/llc1050.pdf
  2. https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-VA.pdf

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