How to Dissolve an LLC in Illinois: LLC-35.15 and Fees

How an Illinois LLC ends

Illinois law calls the filing a statement of termination: once an LLC has been wound up, it files a statement giving its name, an address for service of process and a statement that it has terminated (805 ILCS 180/35-15). The Secretary of State's form for it is LLC-35.15, which its forms list titles Articles of Dissolution (Illinois forms list). Both names refer to the same $5 filing.

The condition that catches owners is standing. The LLC must be in good standing, and an LLC that has been administratively dissolved, revoked, merged, converted, domesticated or expired cannot terminate or withdraw (Illinois Secretary of State). For the steps every LLC follows, see how to dissolve an LLC.

Steps to dissolve an LLC in Illinois

For an Illinois LLC that sold, served or employed people in the state:

• Check the LLC's status on the Secretary of State's search. If it is not in good standing, file the overdue annual report or reinstate first.
• Record the members' decision and wind up the business.
• If you are selling the major part of inventory, fixtures or equipment, make sure Form CBS-1 reaches IDOR at least 10 business days before the sale (Illinois Department of Revenue).
• Close IDOR accounts in MyTax Illinois and mark each final return as final (Illinois Department of Revenue).
• Request closure of the unemployment insurance account with IDES (IDES).
• File Form LLC-35.15 online or on paper, then file final federal returns.

Filing the statement of termination

The Secretary of State's online system lets you form or register a corporation or LLC and terminate an LLC online (Illinois Secretary of State). Online terminations are paid by Visa, Mastercard, Discover or American Express, a payment processor fee applies to every transaction, and the filed document can be printed from a link on the receipt (Illinois Secretary of State). A manager or other authorized person signs.

The fee is set by statute: $5 for a statement of termination or an application for withdrawal (805 ILCS 180/50-10). The Secretary of State does not publish a processing time for paper filings on its termination page.

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: 805 ILCS 180/50-10: LLC fees

Illinois Department of Revenue and IDES

IDOR's instruction is that when you decide to close your business, you must contact the Department about your tax liabilities, through MyTax Illinois, by phone or at an office. When you file the last return for each tax type, check the box marking it final; some returns have no such box (Illinois Department of Revenue).

• Bulk sales: if the business sells the major part of its stock of goods, furniture, fixtures, machinery or equipment outside the normal course of business, Form CBS-1 is due at least 10 business days before the sale. If it is late, the buyer can become personally liable for the seller's Illinois taxes, and IDOR issues a bulk sales release only after all taxes, penalties and interest are paid (Form CBS-1 instructions).
• Unemployment insurance: IDES takes a request to close the UI account online in MyTax Illinois or on its Notice of Change form (IDES).
• Federal: file the final return and, before closing the EIN account, every other return due (IRS).

Dissolving an Illinois corporation

An Illinois corporation files Articles of Dissolution, Form BCA 12.20, for $5 (805 ILCS 5/15.10). The articles state the shares issued and paid-in capital along with any other information needed to determine unpaid fees or franchise taxes, because Illinois corporations pay franchise tax to the Secretary of State (805 ILCS 5/12.20). Settle the annual report and franchise tax before filing. The Secretary of State's online system lists LLC terminations but not corporate dissolutions, so plan on the paper form. Federal steps are in how to dissolve a corporation.

Administrative dissolution: why Illinois LLCs get stuck

The Secretary of State can dissolve an LLC that has not filed its annual report and paid its fee before the first day of its anniversary month, among other grounds (805 ILCS 180/35-25). Corporations face the same for unfiled annual reports and unpaid franchise tax (805 ILCS 5/12.35). The annual report fee for an LLC is $75, plus a penalty if late.

Because an administratively dissolved LLC cannot file a termination, owners who stopped filing must reinstate before they can close properly. Reinstatement means filing the application ($200) along with every report then due and paying all fees and penalties (805 ILCS 180/35-40). Budget for that before assuming the $5 filing is the whole cost.

Out-of-state LLCs admitted in Illinois

An LLC formed in Delaware or elsewhere that was admitted to do business in Illinois files an application for withdrawal, also $5, and the same good-standing rule applies (Illinois Secretary of State). The home-state closing is separate; a Delaware LLC also files a Delaware certificate of cancellation.

Illinois records to keep and systems to export

Keep the filed termination, the CBS-1 and any bulk sales release, final IDOR and IDES filings, and payroll records for at least 4 years (IRS). Chicago agencies, distributors and software companies often run on hosted ticketing, CRM and code tools; take full exports before cancelling them. See export company records before closing and our closing a business checklist.

Records worth reviewing before they are deleted

Support tickets, sales calls, logistics data and source code from Illinois businesses are the kind of material AI developers license when it can be de-identified and the company holds the rights. A quick review before deletion keeps the option open; selling company data after closing explains it.

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.