# How to Dissolve an LLC in Vermont: Termination and Fees

> End a Vermont LLC with articles of termination ($20) filed online with the Secretary of State, then close myVTax accounts. Corporation and reinstatement fees.

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

## Quick answer

To dissolve an LLC in Vermont, the members agree to dissolve, the LLC winds up, and it files articles of termination with the Secretary of State for $20 through the Online Business Service Center. Mail filings take 7 to 10 business days. Close each tax account with the Vermont Department of Taxes in myVTax or on Form B-2, and file the final WHT-434 within 30 days.

## Key points

- The Vermont filing that ends an LLC is articles of termination under 11 V.S.A. § 4105, and it costs $20.
- Filing online costs nothing extra and is faster; paper filings take 7 to 10 business days.
- The Department of Taxes closes accounts one at a time, and the final withholding reconciliation is due within 30 days.

## How to dissolve an LLC in Vermont, in order

Vermont's LLC Act, in Title 11 chapter 25, separates three things: the event that dissolves the LLC, the winding up, and the filing that ends it. [Section 4105](https://legislature.vermont.gov/statutes/section/11/025/04105) says that at any time after dissolution and winding up, an LLC may terminate its existence by filing articles of termination with the Secretary of State. That filing is the one on the Secretary of State's fee table for a domestic LLC. The general sequence for any state is in [how to dissolve an LLC](https://origindatapartners.com/guides/how-to-dissolve-an-llc).

- Members approve the dissolution as the operating agreement requires.
- Wind up: finish or assign contracts, collect what is owed, sell or distribute assets.
- Send written notice to known creditors, giving them at least 120 days to submit claims.
- File final returns and close each business tax account with the Vermont Department of Taxes.
- File articles of termination online, giving the LLC name, the date of dissolution and a statement that it has wound up.
- Keep the records and export company data before cancelling services.

Source: [Vermont Statutes, 11 V.S.A. § 4105 (articles of termination)](https://legislature.vermont.gov/statutes/section/11/025/04105)

## Filing articles of termination with the Vermont Secretary of State

Articles of termination state three things: the name of the LLC, the date of dissolution, and that the business has been wound up and the legal existence of the company terminated. The LLC ends when the articles are filed, or on a later effective date written into them.

The [fee table](https://sos.vermont.gov/business-services/fees-statutes) lists articles of termination at $20. Filing goes through the Online Business Service Center, which the Secretary of State calls [the preferred method](https://sos.vermont.gov/business-services/business-filings/end-business-registration): there is no extra fee and turnaround is much faster. Allow 7 to 10 business days for a mailed filing.

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 | Fee | Where | Notes |
| --- | --- | --- | --- | --- |
| Articles of termination (domestic LLC) | 11 V.S.A. § 4105 | $20 | Vermont Secretary of State, online or mail | Ends the LLC on filing or a later stated date |
| Articles of dissolution (business corporation) | 11A V.S.A. § 14.03 | $35 | Vermont Secretary of State | Board and shareholder route; $35 also by incorporators under § 14.01 |
| Certificate of cancellation (foreign LLC) | 11 V.S.A. § 4118 | $25 | Vermont Secretary of State | Ends a foreign LLC registration |
| Certificate of withdrawal (foreign corporation) | 11A V.S.A. § 15.20 | $25 | Vermont Secretary of State | Ends a foreign corporation registration |
| Close a business tax account | myVTax Close Account, or Form B-2 | No fee | Vermont Department of Taxes | Each account type closes separately |

Source: [Vermont Secretary of State: fees and statutes](https://sos.vermont.gov/business-services/fees-statutes)

## Notifying creditors of a Vermont LLC

Vermont gives a dissolved LLC a way to cut off known claims. Under [11 V.S.A. § 4107](https://legislature.vermont.gov/statutes/section/11/025/04107), the LLC notifies its known claimants in writing. The notice says what a claim must include, where to send it, and the deadline, which may not be less than 120 days after the claimant receives the notice. It also says the claim will be barred if it misses the deadline.

A claim that is received but rejected is barred if the LLC tells the claimant in a record that it is rejected and the claimant does not sue within 90 days. The procedure does not reach claims that arise after the dissolution date or liabilities that were contingent on that date, so set money aside for those before distributing to members.

Source: [Vermont Statutes, 11 V.S.A. § 4107 (known claims)](https://legislature.vermont.gov/statutes/section/11/025/04107)

## Closing Vermont tax accounts

The Department of Taxes is blunt about why this matters: if you do not [close your business tax account](https://tax.vermont.gov/business-and-corp/close-a-business), the Department may assume you are still in business but not filing, and bill you. Pay remaining taxes and file every return due before you close.

The easiest route is myVTax: log in and select Close Account. If the LLC has more than one type of account, such as sales and use, meals and rooms, and withholding, each is closed separately. Without a myVTax login, use Form B-2, Notice of Change. If the LLC had employees, file the final Form WHT-434, Annual Withholding Reconciliation, with W-2s and 1099s within 30 days of closing the withholding account. The Department also recommends telling the Secretary of State you are closing.

If you are selling the business or its assets, the buyer may ask for a Notice of Escrow from the Department, also called a tax certificate or clearance, under 32 V.S.A. § 3260. Federal steps are separate: the IRS wants [a final federal return](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business) for the closing year.

Source: [Vermont Department of Taxes: update, expand or close a business](https://tax.vermont.gov/business-and-corp/close-a-business)

## Dissolving a Vermont corporation

A Vermont business corporation files articles of dissolution under Title 11A. The fee is $35 whether the dissolution is approved by the board of directors and shareholders under § 14.03 or by incorporators or initial directors under § 14.01. Articles of revocation of dissolution, if the shareholders change their minds, are also $35.

Corporations close their tax accounts the same way, plus a final Vermont corporate income tax return. Federally, the corporation files IRS Form 966 after adopting its plan to dissolve; [how to dissolve a corporation](https://origindatapartners.com/guides/dissolve-a-corporation) covers the resolution and shareholder vote.

Source: [Vermont Secretary of State: fees and statutes](https://sos.vermont.gov/business-services/fees-statutes)

## Lost good standing and reinstatement in Vermont

Vermont LLCs file an annual report ($45 for a domestic LLC). Missing reports, or failing to keep a registered agent in Vermont, [ends good standing](https://sos.vermont.gov/business-services/business-filings/reinstatements) with the Secretary of State; the record then reads terminated or inactive depending on how long the entity has been out of compliance. That status does not wind up the LLC or close its tax accounts.

Reinstatement is online only, through the Online Business Service Center (paper checks can still pay for it). The fee table lists $35 for an LLC reinstatement, and $50 for a business corporation that lost standing for failing to file annual reports.

Source: [Vermont Secretary of State: reinstatements](https://sos.vermont.gov/business-services/business-filings/reinstatements)

## Leaving Vermont as an out-of-state LLC

An LLC formed elsewhere that registered to do business in Vermont files a certificate of cancellation under 11 V.S.A. § 4118, for $25, through the same online End Business Registration service. A foreign corporation files an application for a certificate of withdrawal, also $25. Close the Vermont tax accounts first so the Department does not keep expecting returns.

Source: [Vermont Secretary of State: end business registration](https://sos.vermont.gov/business-services/business-filings/end-business-registration)

## Vermont records to keep, and exporting them in time

Federal retention rules outlast the LLC: most income tax records [for 3 years or longer](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records), employment tax records for at least 4 years. Keep the filed articles of termination, creditor notices and any rejected-claim letters with them, since those prove the § 4107 deadlines ran.

Pull data out of every service before the subscriptions end. A practical list is in [export company records before closing](https://origindatapartners.com/guides/export-company-records-before-closing), and [business records after closing](https://origindatapartners.com/guides/business-records-after-closing) covers where to keep the archive and who holds it.

Source: [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Records with value beyond compliance

Some Vermont businesses close with years of service tickets, inspection notes, product documentation or code. Records of that kind are licensed to AI developers under written agreements, usually with personal data removed first. Not every archive qualifies, and the answer depends on size, rights and privacy, so check before anything is deleted. [selling company data after closing](https://origindatapartners.com/guides/sell-company-data-after-closing) explains how that works.

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 Vermont?

The Secretary of State charges $20 for articles of termination, the filing that ends a domestic LLC. Online filing adds no extra fee.

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

Yes. Log in to the Online Business Service Center and use End Business Registration. The Secretary of State prefers online filing; mailed filings take 7 to 10 business days.

### Does Vermont use articles of dissolution or articles of termination for an LLC?

Articles of termination. Under 11 V.S.A. § 4105 an LLC files them after dissolution and winding up, stating its name, the date of dissolution and that its business has been wound up. Business corporations file articles of dissolution instead.

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

The Secretary of State does not list a tax clearance for articles of termination. The Department of Taxes still expects every return to be filed and each account closed, and a buyer of the business or its assets may ask for a Notice of Escrow.

### How long does it take to dissolve an LLC in Vermont?

Online filings are processed much faster than paper; the Secretary of State asks for 7 to 10 business days for mail. Winding up and the 120-day creditor notice period usually take longer than the filing itself.

### What happens if I don't dissolve my LLC in Vermont?

Missed annual reports or a lapsed registered agent end its good standing, and the record shows it as terminated or inactive. Its tax accounts stay open, and the Department of Taxes may bill for returns it thinks are missing.

### How do I close a corporation in Vermont?

File articles of dissolution with the Secretary of State for $35, close each tax account with the Department of Taxes, file the final corporate return and IRS Form 966.

## Sources

- [Vermont Statutes, 11 V.S.A. § 4105 (articles of termination)](https://legislature.vermont.gov/statutes/section/11/025/04105)
- [Vermont Statutes, 11 V.S.A. § 4107 (known claims)](https://legislature.vermont.gov/statutes/section/11/025/04107)
- [Vermont Secretary of State: fees and statutes](https://sos.vermont.gov/business-services/fees-statutes)
- [Vermont Secretary of State: end business registration](https://sos.vermont.gov/business-services/business-filings/end-business-registration)
- [Vermont Secretary of State: reinstatements](https://sos.vermont.gov/business-services/business-filings/reinstatements)
- [Vermont Department of Taxes: update, expand or close a business](https://tax.vermont.gov/business-and-corp/close-a-business)
- [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 dissolve a corporation: forms, fees and Form 966](https://origindatapartners.com/guides/dissolve-a-corporation)
- [Cancel Google Workspace or delete Slack? Export data first](https://origindatapartners.com/guides/export-company-records-before-closing)
- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)