Closing a business
How to dissolve an LLC or corporation, state by state
To dissolve an LLC or corporation, you approve it under your own rules, clear any tax step your state sets, then file one form with the state. In the 45 states we have checked, that filing costs $0 to $125.
What the dissolution form is called
Corporations file articles of dissolution in 35 of the 45 checked states. LLC names split more: 13 states use a termination filing, 8 a cancellation, 7 a certificate of dissolution and 11 articles of dissolution.
Whatever the name, the filing ends the entity on the state's books. Search the state's site for its own word for it.
Texas keeps it simplest. One Certificate of Termination, Form 651, covers an LLC, a corporation and a limited partnership.
$5 to $125
The state filing fee to dissolve, in the 38 checked states that charge one. 7 charge nothing.
From each state's fee pageDissolution forms, fees and tax steps in every state
Each checked state links to its own page, with the sources for every fact. A state marked being checked links to its filing office instead, and shows no form or fee until we have read both on the state's own pages.
| State | LLC form and fee | Corporation form and fee | Tax clearance |
|---|---|---|---|
| Alabama | Domestic Limited Liability Company Articles of Dissolution$100 | Domestic Business Corporation Articles of Dissolution$100 | No |
| Alaska | Articles of Dissolution (08-490)$25 | Articles of Dissolution, Part 2 of 2 (08-407)$15 | No |
| Arizona | Articles of Termination (L031)$35 | Articles of Dissolution (C022)$25 | Varies |
| Arkansas | Statement of Dissolution for Limited Liability Company (LL-04)$45 | Articles of Dissolution (DN-10)$45 | No |
| California | Certificate of Dissolution (LLC-3), then Certificate of Cancellation (LLC-4/7)No state fee | Certificate of Dissolution (DISS STK)No state fee | No |
| Colorado | Statement of Dissolution (DISS_LLC)$10 | Articles of Dissolution (DISS_PC)$10 | No |
| Connecticut | Certificate of Dissolution, Limited Liability Company: Domestic (BUS-035)No state fee | Certificate of Dissolution, Stock / Business Corporation (BUS-019)No state fee | Varies |
| DelawareDelaware Department of State | Being checked | Being checked | Being checked |
| District of Columbia | Statement of Dissolution for Domestic Limited Liability Company (DLC-8)$5 | Articles of Dissolution of Domestic For-Profit Corporation (DBU-7)$5 | No |
| Florida | Articles of Dissolution for a Limited Liability Company (CR2E048)$25 | Articles of Dissolution (CR2E012)$35 | No |
| GeorgiaGeorgia Secretary of State | Being checked | Being checked | Being checked |
| Hawaii | Articles of Termination for a Limited Liability Company (LLC-11)$25 | Articles of Dissolution for a Hawaii Domestic Profit Corporation (DC-13)$25 | No |
| Idaho | Statement of Dissolution, Limited Liability CompanyNo state fee | Articles of DissolutionNo state fee | No |
| IllinoisIllinois Secretary of State | Being checked | Being checked | Being checked |
| Indiana | Articles of Dissolution of a Limited Liability Company (State Form 49465)$20 | Articles of Dissolution of a Corporation (State Form 34471)$20 | No |
| Iowa | Statement of Dissolution for a Domestic Limited Liability Company$5 | Articles of Dissolution$5 | No official statement found |
| Kansas | Certificate of Cancellation, Domestic Limited Liability Company (KC)$30 | Certificate of Dissolution, Domestic Corporation (DS)$30 | No |
| Kentucky | Articles of Dissolution (LLD)$40 | Articles of Dissolution (DIS)$40 | No |
| Louisiana | Affidavit to Dissolve, Louisiana Limited Liability Company (368)$125 | Affidavit to Dissolve, Louisiana Corporation (339)$95 | Varies |
| Maine | Certificate of Cancellation (MLLC-11C)$75 | Articles of Dissolution (MBCA-11)$75 | No |
| Maryland | Articles of CancellationNo state fee | Articles of Dissolution for a Maryland CorporationNo state fee | No |
| Massachusetts | Certificate of Cancellation$100 | Articles of Voluntary Dissolution$100 | No |
| Michigan | Certificate of Dissolution (CSCL/CD-731)$10 | Certificate of Dissolution (CSCL/CD-531)$10 | Yes |
| Minnesota | Minnesota Limited Liability Company Statement of Dissolution, then Minnesota Limited Liability Company Statement of Termination$35 | Minnesota Business Corporation Articles of Dissolution$35 | No |
| Mississippi | MS LLC Certificate of Dissolution (F0103)$50 | Articles of Dissolution, Profit Corporation (F0014)$25 | No official statement found |
| Missouri | Notice of Winding Up for Limited Liability Company (LLC-13), then Articles of Termination for Limited Liability Company (LLC-5)$25 | Articles of Dissolution by Voluntary Action (Corp. 46), then Request for Termination (Corp. 47)$25 | Varies |
| Montana | Articles of TerminationNo state fee | Articles of DissolutionNo state fee | Varies |
| Nebraska | Statement of Dissolution, Limited Liability Company$30 | Articles of Dissolution$30 | No |
| Nevada | Articles of Dissolution/Cancellation, Limited-Liability Company$100 | Articles of Dissolution/Withdrawal, Profit Corporation$100 | No |
| New Hampshire | Certificate of Cancellation (Form LLC-7)$35 | Articles of Dissolution (Form 19)$35 | Yes |
| New Jersey | Certificate of Cancellation (Form L-109)$100 | Application for Dissolution, Without a Meeting of Shareholders (Form C-159D)$120 | Varies |
| New MexicoNew Mexico Secretary of State | Being checked | Being checked | Being checked |
| New York | Articles of Dissolution (DOS-1366-f)$60 | Certificate of Dissolution (DOS-1337-f)$60 | Varies |
| North Carolina | Articles of Dissolution (Form L-07)$30 | Articles of Dissolution by Board of Directors and Shareholders (Form B-06)$30 | No |
| North DakotaNorth Dakota Secretary of State | Being checked | Being checked | Being checked |
| Ohio | Certificate of Dissolution of a Domestic Limited Liability Company (Form 616)$50 | Certificate of Dissolution (Form 561)$50 | Varies |
| Oklahoma | Articles of Dissolution (SOS Form 0080)$50 | Certificate of Dissolution (SOS Form 0019)$50 | No |
| Oregon | Articles of Amendment/Dissolution, Limited Liability Company$100 | Articles of Dissolution, Business/Professional$100 | No |
| Pennsylvania | Certificate of Termination, Domestic Limited Liability Company (DSCB:15-8872), then Certificate of Dissolution, Domestic Limited Liability Company (DSCB:15-8872)$70 | Articles of Dissolution, Domestic Corporation (DSCB:15-1977/5977)$70 | Yes |
| Rhode Island | Articles of Dissolution, Domestic Limited Liability Company (Form 404)$50 | Articles of Dissolution, Domestic Business Corporation (Form 111)$50 | Yes |
| South Carolina | Articles of Termination (F0045)$10 | Articles of Dissolution (F0049)$10 | No |
| South Dakota | Articles of Termination, Domestic Limited Liability Company$10 | Articles of Dissolution, Domestic Business Corporation$10 | No |
| Tennessee | Notice of Dissolution (SS-4246), then Articles of Termination of Limited Liability Company Existence (SS-4245)$20 | Articles of Dissolution (SS-4410), then Articles of Termination of Corporate Existence (SS-4412)$20 | Yes |
| Texas | Certificate of Termination of a Domestic Entity (Form 651)$40 | Certificate of Termination of a Domestic Entity (Form 651)$40 | Yes |
| Utah | Statement of DissolutionNo state fee | Articles of DissolutionNo state fee | No |
| Vermont | Articles of Termination$20 | Articles of Dissolution$35 | No |
| Virginia | Articles of Cancellation of a Virginia Limited Liability Company (LLC1050)$25 | Articles of Dissolution of a Virginia Stock Corporation (SCC743), then Articles of Termination of a Virginia Stock Corporation (SCC750)$10 | No, but corporations certify taxes paid |
| Washington | Certificate of DissolutionNo state fee | Articles of DissolutionNo state fee | Varies |
| West Virginia | Articles of Termination of a West Virginia Limited Liability Company (LLD-9)$25 | Articles of Dissolution of a Voluntary Dissolution of a West Virginia Corporation (CD-6)$25 | Varies |
| WisconsinWisconsin Department of Financial Institutions | Being checked | Being checked | Being checked |
| Wyoming | Limited Liability Company Articles of Dissolution$60 | Profit Corporation Articles of Dissolution by Shareholders$60 | No |
What states ask for before you file
Good standing comes first in many states. The Kansas Secretary of State says a delinquent business files its information report first, and a forfeited one must reinstate before it can close.
Taxes come next. Texas wants a certificate of account status from the Comptroller attached to Form 651, and Pennsylvania waits on two agencies before it will act.
The full list of which states require a tax clearance to dissolve gives every state's answer and the form to ask for.
The federal side of a dissolution
The state filing doesn't close anything with the IRS. The IRS closing-a-business page still expects a final return, final payroll returns and a letter to close the EIN account.
Our final tax return list puts those IRS forms in order. Before you file anything, decide what happens to the company's records, using what to keep, delete or license when you close.
The closing checklist runs the whole job for one state, with the records first. Skipping the dissolution has its own bill, which our page on closing a business and walking away adds up.
State filing rules change, and a table can't tell you what your state requires today. Check the state's own page before you file, and have your lawyer or CPA look at it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral
Questions about dissolving an LLC or corporation
What is the difference between articles of dissolution and a certificate of dissolution for an LLC or corporation?
Mostly the state's wording. Both name the filing that ends a corporation or an LLC on the state's books. Corporations file articles of dissolution in 35 of the 45 states we have checked, and 7 call the corporation filing a certificate of dissolution.
What do states call the filing to dissolve an LLC?
The names for dissolving an LLC split more than the corporation names do. Across the 45 states we have checked, 13 use a termination filing, 8 a cancellation, 7 a certificate of dissolution and 11 articles of dissolution. A state with two LLC forms counts twice.
How much is the state fee to dissolve an LLC?
State filing fees to dissolve an LLC run from $0 to $125 across the 45 states we have checked, and 7 of them charge nothing. Fees change, so confirm the amount on the state's own fee page before you pay.
Can I dissolve an LLC or corporation online?
In most checked states, yes. 36 of the 45 states we have checked take an online filing to dissolve an LLC, and 36 take one for a corporation. The rest want paper by mail or in person.
Does dissolving an LLC or corporation end its federal tax filings?
No. The IRS still expects a final return for the year the business closes, with the final return box checked, plus final payroll returns if the company had employees. A corporation also files Form 966 within 30 days of adopting its plan to dissolve.
