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How to Dissolve an LLC

Over the course of business operations, there occasionally comes a time when you need to consider closing your business. StartBrandz makes it simple — we file the Articles of Dissolution with your state so you can close cleanly and stop future obligations.

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Business Dissolution — Close Your Company the Right Way

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Introduction to Dissolving an LLC

Whether you're winding down voluntarily or wrapping up after a successful run, follow these three core steps to close your company the right way.

1

Hold a Meeting with the Board of Directors

You can avoid future liabilities and ensure compliance with state laws by properly dissolving your LLC. The first step is getting member agreement — all owners must formally vote to dissolve.

2

Settle Financial Obligations

If you're ready to close your company, it's important to understand how to dissolve an LLC correctly. Pay off debts, cancel contracts, close accounts, and distribute remaining assets to members.

3

Dissolve the Company and Then Cancel Permits

The dissolution process includes first reaching an internal company agreement, then filing Articles of Dissolution with your state, and finally canceling all business licenses and permits.

Dissolving vs Terminating an LLC

What is the difference between these two actions?

Dissolution

Dissolution is the process of formally closing the LLC, which includes winding up its affairs, settling debts, distributing assets, and filing Articles of Dissolution with the state. It's the first and most critical step in ending the business.

Termination

Terminating the company is the final step after dissolution, where the LLC ceases to exist as a legal entity. Both dissolution and LLC termination are necessary to fully end the company's existence and obligations completely.

Both dissolution and LLC termination are necessary to end the company's existence and obligations completely. StartBrandz handles both for you in one smooth process.

How to Dissolve an LLC

Dissolving an LLC involves several key steps. Here's what you need to know at each stage.

Internal Agreement and Decision-Making

Member voting▾

Ensuring all members agree to dissolve the LLC often requires a formal vote, as outlined in your LLC's operating agreement. Record the vote in writing.

Operating agreement provisions▾

Follow any procedures outlined in your LLC's operating agreement. This document should specify the process and any required approval thresholds for dissolution.

Document the decision▾

Record the decision to dissolve in meeting minutes or a written resolution. This documentation is critical for your records and may be required by the state.

Filing the Articles of Dissolution

Prepare the document▾

Complete the necessary forms, often called Articles of Dissolution or Certificates of Dissolution. These forms vary by state and entity type.

Submit the document to the state▾

File the articles with the state where the LLC is registered. Submission can usually be done online, by mail, or in person depending on your state.

Typical fees▾

Filing fees vary by state, typically ranging from $20 to $200. It's important to check your specific state's requirements before submitting.

Winding Up the LLC

Settling debts and obligations▾

Pay off any outstanding debts and liabilities. This includes loans, vendor bills, and any other financial obligations the LLC has incurred.

Distributing remaining assets▾

Distribute any remaining assets to the LLC members according to their ownership interests. The distribution should follow the terms of your operating agreement.

Final accounting▾

Prepare a final statement of accounts and tax filings. Such preparation ensures all financial affairs are properly closed and documented.

Business Dissolution

Dissolve Your Company the Right Way

Let StartBrandz handle the Articles of Dissolution filing. Select your entity type and state to get started.

Business Dissolution

$199

Plus state fee

Table of Contents

  • ›Do I Need to Notify the IRS If I Close My Business?
  • ›How Much Does It Cost to Dissolve an LLC?
  • ›Additional Considerations for LLC Dissolution
  • ›Frequently Asked Questions About Dissolving an LLC
  • ›Conclusion: Properly Dissolving an LLC

Do I Need to Notify the IRS If I Close My Business?

Filing a final return is required when dissolving any business entity.

Dissolution Status

Articles Filed & Confirmed

Filing TypeArticles of Dissolution
Filed WithSecretary of State
StatusAccepted

Yes, you must inform the IRS about the dissolution by filing the final tax returns and checking the "final return" box. Depending on your entity type, you'll use:

  • Form 1065 — for multi-member LLCs taxed as partnerships
  • Form 1120 — for C corporations
  • Form 1120S — for S corporations

Single-member LLCs typically report on Schedule C of the owner's personal return. We recommend consulting with a CPA before dissolving to ensure all tax obligations are properly settled.

How Much Does It Cost to Dissolve an LLC?

The cost to dissolve an LLC varies by state and situation. Here are the main cost components:

Filing Fees

State filing fees for the Articles of Dissolution typically range from $20 to $200. The exact amount depends on your state and entity type.

Service Fee

You may need professional assistance to ensure all steps are completed correctly. StartBrandz's $149 service fee covers preparation and filing — the state fee is passed through at cost.

Each state has different requirements and fees for dissolving an LLC. It's important to research your state's specific requirements before starting the process — or let StartBrandz handle it for you.

Additional Considerations for LLC Dissolution

Several other factors need to be considered when closing an LLC:

Canceling Licenses and Permits

Be sure to cancel all business licenses and permits to avoid future liabilities. This includes state business licenses, local permits, sales tax permits, and any industry-specific licenses.

Notifying Creditors and Stakeholders

Inform creditors, customers, and other stakeholders about the dissolution. Providing advance notice allows them to submit any final claims against the business before you distribute remaining assets.

Record-Keeping Requirements

Maintain records of the dissolution process for future reference, including final tax returns and accounts. Most experts recommend keeping business records for at least 7 years after dissolution.

Frequently Asked Questions About Dissolving an LLC

1. What Is the Difference Between Dissolving and Terminating an LLC?

Dissolving involves closing the LLC and settling its affairs while terminating is the final step in which the LLC ceases to exist as a legal entity. Dissolution precedes termination.

2. How Do You Close an LLC?

Closing an LLC involves member agreement, filing Articles of Dissolution with the state, winding up affairs by settling debts and distributing assets, and then notifying the IRS via a final tax return.

3. Do I Need to Notify the IRS if I Close My Business?

Yes, you must notify the IRS by filing your final tax returns and indicating that they are the final returns. Check the 'final return' box on Form 1065, 1120, or 1120S as applicable.

4. How Much Does It Cost to Dissolve an LLC?

The cost varies by state but typically ranges from $20 to $200 in state filing fees, plus StartBrandz's $149 service fee. Some states may have additional fees for overdue filings.

Conclusion: Properly Dissolving an LLC

Dissolving an LLC involves several important steps to ensure compliance with state laws and avoid future liabilities. By following the correct procedures — from internal agreement and filing Articles of Dissolution to winding up affairs and notifying the IRS — you can close your business cleanly and protect yourself from future obligations.

Dissolve Your LLC

Key Takeaways

  • ✓The necessary steps, costs involved, and legal requirements if you're ready to close your company.
  • ✓The differences between dissolving and terminating an LLC.
  • ✓The steps required to dissolve your business — from internal agreement and decision-making to winding up affairs.
  • ✓Whether you need to notify the IRS if you close your business.
  • ✓The costs associated with closing your LLC.
  • ✓Additional considerations for closing your LLC, like canceling licenses and permits, notifying creditors, and keeping records.
  • ✓Frequently asked questions about dissolving your LLC.
Simplify Your Business Exit

Hassle-Free Dissolution With StartBrandz

Closing your business is simple with StartBrandz. Let us handle the details for you.

Dissolve Your LLC
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