What Forms Are Needed to Dissolve an LLC?

By Laura Payet

What Forms Are Needed to Dissolve an LLC?

By Laura Payet

If you've decided it's time to move on from your limited liability company (LLC), don't bypass the steps necessary to formally close it down and wind up the business, otherwise known as dissolving it. If you don't, the company may still be subject to state filing and tax requirements, as well as vulnerable to creditors. Depending on your LLC's circumstances and the state where it is registered, you may need to file several different forms and documents with the state and the Internal Revenue Service (IRS).

Coworkers talking around table

Voting to Dissolve the LLC

If you are your LLC's only member (remember, an LLC's owners are called members), the decision to dissolve is yours alone. If, however, your LLC has more than one member, the first step in dissolving the company is to have the members vote on the issue. Consult your operating agreement for the voting procedure and how many members must agree to the dissolution. If you don't have an operating agreement or your operating agreement doesn't address dissolution, follow your state's LLC laws. In most states, an LLC can be dissolved at any time by a unanimous vote from the members as long as the operating agreement doesn't say otherwise. Record the vote and keep it with the LLC's business records. In some states, you may need to file a resolution signed by the members that states the LLC's intent to dissolve with the appropriate agency.

Filing Articles of Dissolution with the State

When you created your LLC, you filed articles of organization with the appropriate state agency—usually the Secretary of State's office or the Department of Revenue. To dissolve your LLC, you must file articles of dissolution with the same agency. The required form may have different names in different states, such as a certificate of dissolution or a certificate of cancellation. Your state may mandate that you accompany this document with a resolution signed by the members who voted to dissolve the LLC. You may wish to seek assistance from an online service provider to ensure compliance with all your state's rules.

Giving Notice to Creditors

You must give all your creditors notice that your LLC is no longer doing business. Some states prescribe a particular form or method for this notice. Generally, the notice should tell creditors how to submit claims for payment and give a deadline for doing so. State law provides the amount of time you must allow, typically 90 or 180 days.

Your notice should also alert creditors that any claims not filed before the deadline will be barred. Note that, as part of winding up your LLC, you must pay off all your debts and resolve all outstanding obligations before you can sell off any remaining assets or distribute them among the members.

Filing Tax Forms

You need to prepare and file a variety of final tax forms with both the state taxing department and the IRS. Some states require you to obtain a certification from the state taxing entity affirming that all the LLC's business filings are current and its taxes paid before the company can dissolve.

You may also need to submit Corporate Dissolution or Liquidation (Form 966) to the IRS, notifying that agency that your LLC is dissolving. On its website, the IRS offers a Closing a Business Checklist of other potentially required forms. For example, if your LLC has employees, you need to file a final quarterly or annual employment tax form and issue final reports of wages and taxes paid to your employees.

Although dissolving an LLC is often time-consuming, it's worth it for the peace of mind knowing that you can move on to your next business venture without worrying about old ones coming back to bite you via unpaid taxes, penalties, and creditors' claims.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.