How to Dissolve an LLC in Connecticut: Forms, Fees and Steps

Connecticut LLC dissolution: forms and fees

Connecticut has made the filing itself free. The Secretary of the State's fee table for domestic LLCs lists the Certificate of Dissolution, filed online, at $0, and the stock corporation table shows the same $0 (Business.CT.gov). You need a Business.CT.gov account to file; expedited service is available online only.

The table covers the Connecticut documents. For the general steps that apply in every state, see how to dissolve an LLC.

Source: Business.CT.gov: domestic LLC forms and fees

Steps to dissolve an LLC in Connecticut

Business.CT.gov's own guide puts the filing first, because a business is not closed until a dissolution has been filed, and the filing ends the liability for annual fees, reports and business taxes going forward. A practical order:

• Follow the operating agreement: hold the member vote, set a closing date, plan how assets are split and debts paid.
• Contact creditors and pay off business debt, keeping enough in the bank account to cover it.
• File final sales and use tax and withholding returns, then close the accounts in myconneCT.
• Close the unemployment account with the Department of Labor through ReEmployCT.
• If you had employees, notify the CT Paid Leave Authority that the business has closed.
• File the Certificate of Dissolution online, effective today or on a date within 90 days.
• Close the bank account, file the final federal return and store the records.

Source: Business.CT.gov: business dissolution

Filing the Connecticut Certificate of Dissolution

Log in to Business.CT.gov and file your dissolution online with the Secretary of the State. The system works out whether your entity dissolves, cancels or withdraws. Domestic LLCs and stock and nonstock corporations dissolve.

Connecticut is strict about dates. You cannot backdate the day of your business closing: the date you submit the document is the date the entity legally dissolves, even if it has not done business for years. You can schedule it up to 90 days ahead, which helps line the dissolution up with a lease end or final payroll.

There is no last annual report to file. The Secretary of the State says if you file a dissolution or withdrawal, you are not required to file any annual reports that are due.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Business.CT.gov: no backdating

Connecticut DRS, Labor and Paid Leave accounts to close

Tax accounts close separately, and the Secretary of the State warns that filing a final tax return will not close your business; the reverse is also true, since dissolving does not close the tax accounts.

• Sales and use tax: in myconneCT, open the More menu, find the taxpayer update group and choose Close Accounts and follow the prompts, after filing every return due through the closing date. On paper, file a final Form OS-114 with FINAL written across the top and mail it with the permit.
• Withholding: file the remaining withholding returns, issue W-2s and send copies to the tax authorities.
• Unemployment: submit a close request through the ReEmployCT website of the Department of Labor.
• CT Paid Leave: a business that had one or more Connecticut employees must notify the CT Paid Leave Authority that it has closed.

Source: Business.CT.gov: close your sales and use tax

Dissolving a corporation in Connecticut

A Connecticut stock corporation files a Certificate of Dissolution online, also at $0, and can reverse it with a Certificate of Revocation of Dissolution for $50 (fee table). Corporations still owe a final corporation business tax return: DRS says every corporation must file a return on or before the fifteenth day of the month following the due date of its federal return, which is May 15 for a calendar-year company.

Board and shareholder approval and the final federal return are covered in how to dissolve a corporation.

Source: Connecticut DRS: corporation business tax information

Administrative dissolution and reinstatement in Connecticut

Letting annual reports lapse leads to administrative dissolution, which Connecticut calls forfeiture: a business entity that has been administratively dissolved is given the status "forfeited." The process starts with a Notice of Intent to Dissolve or Revoke, after which the business has 90 days to file all past-due annual reports before it receives a notice of forfeiture. Once forfeited, the name is free for others.

A forfeited company is not a closed one for every purpose, and it can come back. An LLC can be reinstated only if it was not dissolved by decree of court, and if the name has been taken it must change names at reinstatement. If the business is over, a $0 voluntary dissolution is cleaner than forfeiture and avoids the overdue $80 annual reports piling up as reminders.

Source: Business.CT.gov: administrative dissolution

Foreign LLCs leaving Connecticut

An LLC formed elsewhere does not dissolve in Connecticut. Withdrawal means withdrawing the registration of a business from another state or country that no longer wishes to do business in Connecticut but will still exist where it was formed. File the withdrawal online through Business.CT.gov, which applies the right filing type for you; the fee is shown when you file. Close DRS and Labor accounts the same way a domestic LLC does.

Source: Business.CT.gov: dissolution vs withdrawal

Records to keep after closing a Connecticut LLC

Keep the filed certificate, the myconneCT closure confirmations and the ReEmployCT close request together. The IRS asks for employment tax records for at least 4 years, and the final federal return is due for the year the business closes (IRS).

Export data from cloud tools before cancelling them. See exporting company records before closing and the closing a business checklist.

Source: IRS: How long should I keep records?

Records a Connecticut company leaves behind

Insurance files, claims notes, engineering documents, client email and support histories from Connecticut firms are the sort of detailed work records AI developers license, in de-identified form, to train and test models. The company must own them and honor client confidentiality first. Selling company data after closing covers the questions to settle.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.