How to Dissolve an LLC

How to Dissolve an LLC

by Jane Haskins, Esq., August 2014

When you started your business, you were probably excited about the new venture and made sure you did everything right—from making the decision to start a limited liability company to filing formation documents with the state.

Once you decide to go out of business, you may not be so enthusiastic about taking the time to wrap things up properly. But filing paperwork with the state and notifying creditors are important steps that will help limit your potential liability and allow you to move forward with the next phase of your career. Continue reading to find out how to dissolve an LLC.

Why Should You Dissolve an LLC?

When you formed your LLC, you filed documents with the state, the Internal Revenue Service, and possibly local taxing or licensing authorities to let them know that you were open for business. Until you tell them otherwise, they will assume that your business is active and will require you to do such things as file annual reports, pay annual fees, and pay minimum taxes.

Formally dissolving an LLC puts an end to state fees, minimum taxes and annual reporting requirements. It also gives creditors notice that your LLC can no longer take on debts. If you go through a formal dissolution process, you are much less likely to be surprised later on with a lawsuit for an unpaid debt or a fee or fine from a government agency.

Voting to Close an LLC

The members of an LLC must vote to dissolve the company. If your LLC operating agreement has a procedure for voting on dissolution, you should follow it. If it does not, you should follow the procedure for LLC dissolution described in your state’s LLC statutes.

Once you’ve taken a vote, you should memorialize the vote in a resolution so you have a written record of the decision. You should keep the resolution with your LLC’s official records.

Notifying Creditors of Your LLC Dissolution

Once you’ve made the decision to close your LLC, you should notify your creditors that you are going out of business and tell them how to submit claims and the deadline for doing so. Your state’s LLC statutes will specify the deadline for submitting claims in your state, but it is generally between 90 and 180 days from the date of the notice. Your notice should also say that any claims received after the deadline will be barred.

In some states, you are required to notify creditors before filing dissolution papers. Even if it is not required, it is a good business practice. Notifying creditors helps you take care of your LLC’s remaining financial obligations before dissolution and limits the possibility of late fees or litigation over unpaid obligations.

Notifying Taxing and Licensing Authorities

You should also contact state and local taxing authorities and determine whether your LLC owes any taxes.

Finally, you should contact any agencies from which you received licenses to cancel those licenses and take care of any outstanding fees.

Once you have paid all of your LLC’s outstanding financial obligations, you can distribute any remaining assets to the LLC’s members.

Filing Dissolution Papers

Just as you filed paperwork with the state to form your LLC, you must file articles of dissolution or a similar document to dissolve the LLC. These papers are filed with the same state agency that handed your original LLC formation—usually the secretary of state. Forms, filing procedures and fees vary from state to state.

In some states, you must obtain a certification from the state taxing agency confirming that the LLC is current in all its state taxes, and you must file this with your dissolution papers.

Other Steps

If you registered your LLC to do business in other states, you must file documents with those states to withdraw or cancel your right to do business in those states. If you neglect to do this, you could remain liable for annual reports, fees and minimum taxes, even if you haven’t done any business.

You will also be responsible for filing the LLC’s final income tax return and, if applicable, final employment tax returns. The Internal Revenue Service has a checklist of tax-related actions you typically need to take when closing a business.

Closing an LLC is always a difficult decision. If your LLC goes out of business, it’s important not to just shut the business down. If you dissolve an LLC, you can minimize future fees, obligations and litigation.

Get help dissolving an LLC through LegalZoom's online LLC dissolution service. We'll create the necessary paperwork and file it with the appropriate state agency at an affordable cost.

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