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

> Terminate an Illinois LLC with Form LLC-35.15 for $5, online by card if the LLC is in good standing. Corporation BCA 12.20, IDOR and IDES account steps.

Canonical: https://origindatapartners.com/guides/dissolve-llc-illinois
By: Origin Data Partners
Status: Published
Published: 2026-11-11
Updated: 2026-11-11
Sources checked: 2026-11-11

## Quick answer

An Illinois LLC in good standing files Form LLC-35.15 with the Secretary of State, online by credit card or on paper. The state fee is $5, plus a card processing fee online. An LLC that is administratively dissolved cannot terminate until it reinstates. Close Illinois Department of Revenue accounts through MyTax Illinois and mark each final return.

## Key points

- At $5, Illinois has one of the lowest LLC closing fees in the country, but the LLC must be in good standing to use it.
- An administratively dissolved Illinois LLC cannot terminate. It has to reinstate first, which costs $200 plus overdue reports and fees.
- Selling the major part of business assets as you close triggers Illinois's bulk sale notice, Form CBS-1, at least 10 business days before the sale.

## 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](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K35-15.htm)). The Secretary of State's form for it is LLC-35.15, which its forms list titles Articles of Dissolution ([Illinois forms list](https://www.ilsos.gov/publications/allpubs.html)). 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](https://www.ilsos.gov/departments/business-services/termination/llcinstructions.html)). For the steps every LLC follows, see [how to dissolve an LLC](https://origindatapartners.com/guides/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](https://tax.illinois.gov/forms/reg/cbs-1-instructions.html)).
- Close IDOR accounts in MyTax Illinois and mark each final return as final ([Illinois Department of Revenue](https://tax.illinois.gov/businesses/close.html)).
- Request closure of the unemployment insurance account with IDES ([IDES](https://ides.illinois.gov/employer-resources/mytaxillinois/business-updates.html)).
- 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](https://www.ilsos.gov/departments/business-services/incorporation.html)). 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](https://www.ilsos.gov/departments/business-services/termination/llcinstructions.html)). 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](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K50-10.htm)). 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.

| Document | Form | State fee | Where | Notes |
| --- | --- | --- | --- | --- |
| Illinois LLC termination | LLC-35.15 (statement of termination) | $5, plus card processing fee online | Secretary of State, online or paper | LLC must be in good standing |
| Illinois corporation dissolution | BCA 12.20 Articles of Dissolution | $5 | Secretary of State, Department of Business Services | Includes data to compute unpaid franchise tax |
| Foreign LLC leaving Illinois | LLC 45.40 Application for Withdrawal Foreign | $5 | Secretary of State | Same good-standing rule as terminations |
| Foreign corporation leaving Illinois | BCA 13.45 Application for Withdrawal and Final Report | $25 | Secretary of State | Final report filed with the withdrawal |
| Reinstating an administratively dissolved LLC | LLC 35.40/45.65 | $200, plus overdue reports and fees | Secretary of State, online or paper | Required before a dissolved LLC can terminate |

Source: [805 ILCS 180/50-10: LLC fees](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K50-10.htm)

## 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](https://tax.illinois.gov/businesses/close.html)).

- 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](https://tax.illinois.gov/forms/reg/cbs-1-instructions.html)).
- Unemployment insurance: IDES takes a request to close the UI account online in MyTax Illinois or on its Notice of Change form ([IDES](https://ides.illinois.gov/employer-resources/mytaxillinois/business-updates.html)).
- Federal: file the final return and, before closing the EIN account, every other return due ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)).


## Dissolving an Illinois corporation

An Illinois corporation files Articles of Dissolution, Form BCA 12.20, for $5 ([805 ILCS 5/15.10](https://www.ilga.gov/Documents/legislation/ilcs/documents/080500050K15.10.htm)). 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](https://www.ilga.gov/Documents/legislation/ilcs/documents/080500050K12.20.htm)). 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](https://origindatapartners.com/guides/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](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K35-25.htm)). Corporations face the same for unfiled annual reports and unpaid franchise tax ([805 ILCS 5/12.35](https://www.ilga.gov/Documents/legislation/ilcs/documents/080500050K12.35.htm)). 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](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K35-40.htm)). 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](https://www.ilsos.gov/departments/business-services/termination/llcinstructions.html)). The home-state closing is separate; a Delaware LLC also files [a Delaware certificate of cancellation](https://origindatapartners.com/guides/dissolve-llc-delaware).


## 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](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)). 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](https://origindatapartners.com/guides/export-company-records-before-closing) and our [closing a business checklist](https://origindatapartners.com/guides/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](https://origindatapartners.com/guides/sell-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](https://origindatapartners.com/check-fit).


## Questions and answers

### How much does it cost to dissolve an LLC in Illinois?

The statement of termination (Form LLC-35.15) costs $5, plus a payment processor fee if you file online by card. An LLC that must reinstate first pays $200 plus overdue reports and fees.

### Can I dissolve an LLC online in Illinois?

Yes, if the LLC is in good standing. The Secretary of State's online system terminates LLCs, paid by Visa, Mastercard, Discover or American Express.

### Why can't I terminate my Illinois LLC online?

Illinois blocks terminations for LLCs that are not in good standing, including those administratively dissolved, revoked or expired. File the overdue annual report or reinstate, then terminate.

### Do I need a tax clearance to dissolve an LLC in Illinois?

The Secretary of State does not ask for one. IDOR expects you to contact it when closing and to mark final returns, and a bulk sale of assets needs Form CBS-1 and, for the buyer's protection, a bulk sales release.

### Articles of dissolution vs statement of termination in Illinois?

For an LLC they are the same filing: the statute calls it a statement of termination and the Secretary of State lists Form LLC-35.15 as Articles of Dissolution. Corporations file Articles of Dissolution on Form BCA 12.20.

### How do I dissolve a corporation in Illinois?

Bring the annual report and franchise tax current, then file Articles of Dissolution (BCA 12.20) for $5 with the Department of Business Services, and file IRS Form 966 and final returns.

### What happens if I do not dissolve my Illinois LLC?

The Secretary of State administratively dissolves it after a missed annual report or fee. It can no longer terminate without reinstating, which costs $200 plus every report and fee due.

## Sources

- [Illinois Secretary of State: LLC termination and withdrawal](https://www.ilsos.gov/departments/business-services/termination/llcinstructions.html)
- [Illinois Secretary of State: incorporate a business or terminate an LLC](https://www.ilsos.gov/departments/business-services/incorporation.html)
- [Illinois Secretary of State: publications and forms list](https://www.ilsos.gov/publications/allpubs.html)
- [805 ILCS 180/50-10: LLC fees](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K50-10.htm)
- [805 ILCS 5/15.10: corporation filing fees](https://www.ilga.gov/Documents/legislation/ilcs/documents/080500050K15.10.htm)
- [805 ILCS 180/35-15: statement of termination](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K35-15.htm)
- [805 ILCS 180/35-25: grounds for administrative dissolution](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K35-25.htm)
- [805 ILCS 180/35-40: reinstatement](https://www.ilga.gov/Documents/legislation/ilcs/documents/080501800K35-40.htm)
- [805 ILCS 5/12.20: articles of dissolution](https://www.ilga.gov/Documents/legislation/ilcs/documents/080500050K12.20.htm)
- [805 ILCS 5/12.35: administrative dissolution of a corporation](https://www.ilga.gov/Documents/legislation/ilcs/documents/080500050K12.35.htm)
- [Illinois Department of Revenue: closing your business](https://tax.illinois.gov/businesses/close.html)
- [Illinois Department of Revenue: instructions for Form CBS-1](https://tax.illinois.gov/forms/reg/cbs-1-instructions.html)
- [Illinois Department of Employment Security: business updates](https://ides.illinois.gov/employer-resources/mytaxillinois/business-updates.html)
- [IRS: Closing a business](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)
- [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Related reading

- [LLC Dissolution Fees and Forms by State (2026)](https://origindatapartners.com/guides/dissolve-llc-by-state)
- [How to dissolve an LLC: steps, forms and fees by state](https://origindatapartners.com/guides/how-to-dissolve-an-llc)
- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)
- [Cancel Google Workspace or delete Slack? Export data first](https://origindatapartners.com/guides/export-company-records-before-closing)
- [How long to keep business records: keep, destroy or license](https://origindatapartners.com/guides/business-records-after-closing)
- [Closing a software business: what could have value beyond the code?](https://origindatapartners.com/guides/sell-company-data-after-closing)
- [How to dissolve a corporation: forms, fees and Form 966](https://origindatapartners.com/guides/dissolve-a-corporation)