How to Dissolve an LLC in North Carolina: Form L-07, $30

How to dissolve an LLC in North Carolina, step by step

For the member vote, winding up and federal filings, see our guide on how to dissolve an LLC. The North Carolina part is light on paperwork: one $30 form at the Secretary of State and a handful of account closures at the Department of Revenue (NCDOR) and the Division of Employment Security (DES).

• Approve the dissolution as the operating agreement requires. Under G.S. 57D-6-07 the LLC then winds up, which can include running the business for a while.
• Pay or provide for creditors before members. North Carolina's G.S. 57D-6-08 puts creditors first and members second.
• File Form L-07, Articles of Dissolution, with the Secretary of State and pay $30 (Business Registration forms).
• Close sales and withholding accounts with Form NC-BN, Request to Close Tax Account, online or by mail (NCDOR).
• Inactivate the unemployment insurance account in NCSUITS (DES).
• File the final federal return and write to the IRS to close the EIN account (IRS).

Source: G.S. Chapter 57D, Article 6: LLC dissolution

Form L-07: filing North Carolina Articles of Dissolution

G.S. 57D-6-09 says that upon dissolution an LLC delivers articles of dissolution to the Secretary of State, giving its name, the effective date of the dissolution and any other information it chooses (G.S. 57D-6-09). The Secretary of State's form for this is L-07, described as the form used to dissolve an LLC entity on its records, with a "File L-07 Online" option beside the PDF (forms). The $30 fee is fixed by G.S. 57D-1-22 (G.S. 57D-1-22).

Changed your mind? Cancelling filed articles of dissolution costs $10 under the same fee statute.

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: North Carolina Secretary of State: Business Registration forms

North Carolina tax and unemployment accounts to close

The Secretary of State does not ask for a tax clearance before it files L-07, so it is up to you to shut the North Carolina tax accounts. NCDOR's answer for a withholding account is to complete Form NC-BN, which can be submitted electronically or mailed (NCDOR); the same form closes certain other account types, including sales and use tax, and has an online version (Form NC-BN).

Unemployment insurance is a separate agency. In NCSUITS, choose Account Maintenance under Your Options, then Inactivate Account under Employer Account, and give a reason (DES).

• File the last North Carolina sales and use tax return, then submit NC-BN.
• File the last withholding return and annual reconciliation, then submit NC-BN for that account.
• Inactivate the DES account after the last quarterly wage report.

Source: NCDOR: Form NC-BN, Request to Close Tax Account

Dissolving a North Carolina corporation

A North Carolina corporation whose shareholders approved the dissolution files Form B-06, Articles of Dissolution by Board of Directors and Shareholders. One that never issued shares uses Form B-05. Both cost $30 (G.S. 55-1-22) and both have an online filing option (forms). Under G.S. 55-14-03 the articles give the corporation's name, its officers and directors, the date dissolution was authorized and a statement that shareholder approval was obtained.

The franchise tax is the reason to file in the right year. After the end of the tax year in which it dissolves, a dissolved corporation is not subject to the annual franchise tax unless it carries on business beyond winding up (G.S. 55-14-05). Articles of revocation of dissolution (Form B-07, $10) must come within 120 days of the voluntary dissolution filing. For the federal side, see how to dissolve a corporation.

Source: G.S. Chapter 55, Article 14: corporate dissolution

Administrative dissolution and reinstatement in North Carolina

Every North Carolina LLC owes an annual report, and the fee is $200 (G.S. 57D-1-22). The Secretary of State may administratively dissolve an LLC that does not deliver its annual report within 60 days after it is due, does not pay fees within 60 days, or goes 60 days without a registered agent or office (G.S. 57D-6-06).

To come back, the LLC files Form L-08 ($100), cures every ground and files any delinquent annual reports with their fees (reinstatement). The Secretary of State says online reinstatement filings go straight to the examination queue and are rejected less often than paper. If the goal is to close for good, filing L-07 now costs $30, far less than reinstating later to tidy up.

Source: North Carolina Secretary of State: reinstatement and requalification

Foreign LLCs leaving North Carolina

An LLC formed elsewhere withdraws its certificate of authority on Form L-14, Application for Certificate of Withdrawal (forms). The statutory fee is $10 (G.S. 57D-1-22). A foreign corporation files Form BE-08 for $25.

Withdrawal closes only the North Carolina registration. Close the NCDOR and DES accounts the same way a domestic company would, and dissolve in the home state separately.

Source: North Carolina Secretary of State: Business Registration forms

Records to keep after a North Carolina closing

Keep the filed L-07, the North Carolina NC-BN confirmations, the DES inactivation, the final returns and the minutes approving the dissolution. The IRS guidance is at least 4 years for employment tax records and 3 years for most income tax records (IRS).

Business systems hold the rest: invoices, customer histories, tickets, job files and code. Export them before cancelling subscriptions with our guide to export company records before closing, and see what to do with business records after closing for how long to keep each kind.

Source: IRS: How long should I keep records?

The records of a closed North Carolina business may be worth licensing

AI developers license real operating records, such as service tickets, field reports, claims, email threads and code, to train and test their systems. A North Carolina company winding down often holds years of that material. What it is worth depends on volume, completeness and your right to share it once personal data is removed. selling company data after closing explains the process, and the closing a business checklist covers the rest of the shutdown. A free estimate takes a few minutes.

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.