How Do I Dissolve an LLC?

Updated October 14, 2026. Written for first-time owners.

To dissolve an LLC, the owners agree to close it and you file dissolution papers with your state. Then you pay final debts and taxes, file a final federal tax return and close the IRS account. Until you file with the state, the LLC keeps owing yearly fees, even if you have stopped working.

Steps in order

  1. Agree to close. Follow your operating agreement. With one owner, write a short signed note that you have decided to dissolve.
  2. Catch up with the state. Many states won’t accept a dissolution until past-due reports and fees are paid.
  3. File with your state. The form name varies: articles of dissolution, certificate of cancellation or something similar. In Delaware, it is a certificate of cancellation, filed once winding up is finished (Delaware LLC Act, chapter 18, subchapter II). Most states charge a filing fee. See our table of every state's LLC fees.
  4. Wind up. Tell customers, suppliers and lenders. Pay or settle debts. Collect what you are owed. Then split what is left among the owners.
  5. Close state tax accounts. Sales tax, payroll and state income tax accounts usually need their own final returns.
  6. Finish with the IRS. Follow the IRS checklist for closing a business: file a final return (Schedule C for one owner; a final Form 1065 marked “final” for a partnership), file final payroll tax returns if you had employees, file 1099s for contractors, then send a letter to cancel your EIN and close the business account.
  7. Close the bank account and cancel licenses, permits and your registered agent service.
  8. Keep records. Hold on to tax and business records for several years.

What happens if you just stop

If you walk away without filing, the LLC stays on the state’s books. Yearly reports and fees keep coming due, and late fees can pile up until the state shuts the LLC down on its own. That can leave fees and penalties behind.

Want help closing it?

ZenBusiness offers business dissolution filing. See ZenBusiness services

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FAQ

How much does it cost to dissolve an LLC?

The state filing fee varies, and some states charge nothing. You may also owe final reports, taxes or a final franchise tax.

Can I dissolve an LLC with debts?

You can, but debts don’t disappear. Part of winding up is paying or settling them. Talk to a lawyer if the LLC can’t pay what it owes.

How long does it take?

The state filing is often fast online. Winding up the business and the final tax returns take longer.

Do I need to cancel my EIN?

The IRS closes the business account when you send a letter with the business name, EIN, address and the reason you are closing.

This page is general information, not legal or tax advice. Rules change and every business is different, so check with your state or a tax professional before you decide.

Last updated October 14, 2026 by StartBusinessByState.

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