How to dissolve an LLC: steps, forms and fees by state

How to dissolve an LLC: step by step

Before you file, check what the company's records are worth. AI developers now pay for the operational records of closing and closed companies, such as tickets, work orders, email and chat archives and code (public deals). A free valuation takes six questions about the business and no files.

The same steps apply in every state; the forms, fees and tax checks differ, and the state table below covers 10 states. Closing a corporation instead? See how to dissolve a corporation.

Source: SBA: Close or sell your business

Step 1: Check the operating agreement and take the member vote

The operating agreement decides how an LLC dissolves: who votes, what share is needed and how assets are split. State law fills the gaps. In California, unless the articles or operating agreement set a higher share, dissolution takes the vote of 50 percent or more of the members' voting interests (Form LLC-3). In Delaware, unless the LLC agreement says otherwise, a manager may wind up the company's affairs or, if there is none, the members or a person they approve, acting by members who own more than 50 percent of the interest in profits (section 18-803).

A single-member LLC's owner decides alone but should still put the decision in writing. The SBA advises following your articles of organization and documenting the decision with a written agreement. Record:

• The decision and its date. California's cancellation form asks whether all members voted to dissolve; if not, a certificate of dissolution must be filed first or with it.
• Who winds up the business and signs the filings. In Texas, the certificate of termination is signed by an authorized manager, or by a managing member if the LLC is member-managed (Texas Secretary of State).
• How remaining assets will be distributed. The operating agreement can change the state's default order.
• Who keeps the records afterwards, and where.

Source: California Secretary of State: Forms LLC-3 and LLC-4/7

How to dissolve an LLC by state: forms, fees and tax checks

Each state has its own form, and the names vary: articles of dissolution, a certificate of cancellation, a certificate of termination or, in Illinois, a statement of termination. Fees and methods below are as each state publishes them. Confirm on the linked page before filing, because fees change.

• Only some states check taxes before they accept the filing. Texas will not file a termination without the Comptroller's certificate, while New York and New Jersey do not ask for a tax sign-off from LLCs. Illinois, Wyoming and New Jersey accept the filing only from an LLC in good standing, so bring overdue annual reports up to date first.
• Registered in other states? File a cancellation or withdrawal in each one: failing to dissolve with any state where you are registered exposes you to continued taxes and filing requirements (SBA). In California, a foreign LLC files the same Certificate of Cancellation, Form LLC-4/7 (FTB Publication 1038).

Source: SBA: Close or sell your business

How to close an LLC in California

California's annual tax is the reason to file promptly. Every LLC doing business or organized in California must pay an $800 annual tax, due even when it is not conducting business, until the LLC is cancelled (FTB). The steps (FTB Publication 1038):

• File all delinquent tax returns and pay all tax balances, including penalties, fees and interest.
• File the final return with the Final Return box checked and "final" written at the top of the first page.
• Stop doing or transacting business in California after the final taxable year.
• File Form LLC-3, unless all members voted to dissolve, and Form LLC-4/7 within 12 months of filing the final return. Neither has a filing fee; a certified copy is $5 (Secretary of State).
• Cancelling within a year of organizing? File the short form cancellation, LLC-4/8; the FTB says the LLC will then not be subject to the $800 tax for its first tax year (FTB).

Source: California Franchise Tax Board: Publication 1038, dissolve, surrender or cancel a business entity

California LLC with no assets: voluntary administrative cancellation

A domestic LLC registered with the Secretary of State for more than 12 months that has stopped doing business and has no remaining assets can ask the FTB for voluntary administrative cancellation. Once the Secretary of State cancels the LLC, the FTB may abate unpaid qualified taxes, interest, fees and penalties, though not delinquent taxes and penalties from before the LLC stopped doing business. Applying does not cancel the LLC: it still files the cancellation paperwork. The FTB may impose a penalty of 50% of the abated tax if the LLC keeps doing business or has undisclosed assets (FTB).

Source: California Franchise Tax Board: voluntary administrative dissolution/cancelation

How to dissolve an LLC in Texas, Florida or New York

Texas: wind up the business under chapter 11 of the Business Organizations Code, then file Form 651 with the Comptroller's certificate of account status (Texas Secretary of State). To get that certificate, file all outstanding franchise tax and public or ownership information reports, file any final franchise tax report covering the period up to a date within 60 days of termination, pay any tax, penalty and interest, and close the LLC's other Comptroller tax accounts. The certificate is valid through December 31 of the year it is issued (Texas Comptroller). A printout of the account status from the Comptroller's website is not enough.

Florida: file the articles of dissolution online at Sunbiz or on the PDF form (Division of Corporations), and allow 2 to 3 business days for the dissolution to post (Division of Corporations). Florida's known-claims procedure is described in the creditors section below.

New York: a domestic LLC files articles of dissolution within 90 days after it dissolves and begins winding up, by sending them with the fee to the Department of State in Albany (New York Department of State). The Tax Department's written consent, which corporations need, is not required for LLCs (NYS Tax Department).

Source: Texas Comptroller: reinstating or terminating a business

Delaware, Georgia, Illinois, Nevada, New Jersey and Wyoming: what to watch

Beyond the form and fee, each of these states adds a condition worth checking before you file:

• Delaware: Delaware LLCs pay a $400 annual tax due by June 1, with a $200 penalty and 1.5% monthly interest if it is late (Division of Corporations). While winding up, the LLC must pay or provide for known claims, pending lawsuits and claims likely to arise or become known within 10 years after dissolution (section 18-804).
• Georgia: the certificate of termination states that all known debts have been paid, discharged or barred, or adequately provided for, and that no lawsuits are pending or that provision has been made for any judgment. It can take effect up to 90 days after filing (Form CD 415).
• Illinois: an LLC that has been administratively dissolved, revoked, merged or converted cannot terminate (Illinois Secretary of State).
• Nevada: an LLC whose charter was revoked can dissolve without paying the back fees and penalties if it shows it did not do business while revoked. After dissolution, claims based on facts the plaintiff knew or should have known by the date of dissolution must be brought within 2 years, and other claims within 3 years (NRS chapter 86).
• New Jersey: the online service checks the business's standing automatically; a business revoked or voided for missing annual reports or taxes cannot file until that is fixed (Division of Revenue).
• Wyoming: the person filing certifies compliance with the state's LLC dissolution and winding-up rules, and processing takes up to 15 business days (Wyoming form).

Source: Delaware LLC Act, sections 18-801 to 18-806 (dissolution)

Final IRS returns: single-member vs multi-member LLC

The IRS taxes an LLC according to its classification, so the final return follows it (IRS). By default, an LLC with two or more members is a partnership and a single-member LLC is disregarded as separate from its owner, unless it files Form 8832 to be taxed as a corporation (IRS).

• Employees: a single-member LLC is still a separate entity for employment taxes (IRS). Any LLC with staff files a final Form 941 or 944 for the quarter final wages are paid and a final Form 940, and gives employees their W-2s (IRS).
• Assets: report sales of business property on Form 4797, and file Form 8594 if you sell the business.
• Contractors: report payments on Form 1099-NEC.

Source: IRS: Closing a business

Close the EIN, registered agent, licenses and bank accounts

Close accounts in an order that keeps the LLC able to file, pay and receive money until the end:

• EIN: write to Internal Revenue Service, Cincinnati, OH 45999 with the LLC's legal name, EIN, address and the reason for closing, and enclose the EIN assignment notice if you kept it. The IRS cannot close the account until all returns are filed and all taxes paid (IRS).
• Registered agent: keep it, and the annual reports, current until the dissolution is filed. Florida can administratively dissolve an LLC that does not maintain a registered agent (section 605.0714), and Illinois, Wyoming and New Jersey accept the filing only from an LLC in good standing.
• Licenses and names: cancel the registrations, permits, licenses and business names you no longer need, including your trade name (SBA).
• Bank accounts: close them last, after final tax payments clear, refunds arrive and members receive their final distributions.

Source: IRS: Closing a business

Notify creditors and distribute what is left

Dissolving does not cancel the LLC's debts: creditors are paid before members. In Delaware, unless the LLC agreement says otherwise, assets go to creditors (including members who are creditors), then to members owed distributions, then to members for the return of their contributions, then by members' shares in distributions; if assets fall short, claims are paid by priority and ratably (section 18-804).

• If the LLC cannot pay everyone in full, get legal advice before paying anyone. See selling company data in an ABC for how an assignment for the benefit of creditors works.

Source: Florida Statutes section 605.0711: known claims against a dissolved LLC

Before you delete company systems, check what the records are worth

Closing an LLC usually ends with cancelled software subscriptions, which deletes the email, chat, ticketing and code archives with them. Check these first.

If the LLC has a team and a few years of email, chat, tickets, work orders or code, see what those records are worth before you dissolve. It takes six questions about the business and no files.

• Retention: keep what the law requires (see the next section) and anything tied to a dispute.
• Value: AI labs are buying data from dead startups to train their models, MIT Technology Review reported in October 2026, and Fast Company reported that shuttered startups are selling old Slack chats and emails to AI companies. One wind-down firm quoted by MIT Technology Review values a closing company's assets by head count, years in operation, volume of data and how the team used its tools; a one-person LLC with little history has little of the first three.
• Privacy: suppliers scrub personally identifiable information and exclude HR records, according to MIT Technology Review. See how to de-identify company data.
• Proceeds: licensing money is LLC money, so it goes to creditors before members. See selling company data after closing.

Source: MIT Technology Review: AI labs buying data from dead startups (Oct 2026)

How long to keep LLC records after closing

Keep the records behind each tax return until its period of limitations runs out, and check whether insurers or creditors need them longer before discarding anything (IRS).

• Name a custodian. The final Form 941 or 944 must say who keeps the payroll records and at what address.
• For payroll, personnel and Form I-9 periods, see the records table in the closing a business checklist.

Source: IRS: How long should I keep records?

What happens if you don't dissolve an LLC

An LLC that stops trading but stays registered keeps its state duties: failing to dissolve exposes you to continued taxes and filing requirements (SBA). States then dissolve or cancel neglected LLCs themselves, and coming back costs extra. Examples:

Source: SBA: Close or sell your business

Next step

Read the operating agreement, record the vote in writing and find your state's row in the table for the form and any tax certificate. If the LLC has a team and years of tickets, chat, email or code, describe them before anything is cancelled; no export is needed to find out whether they are worth licensing.

For leases, employees and the rest of the shutdown, use the closing a business checklist. How Origin helps companies winding down explains where a records sale fits.

Origin Data Partners is independent and is not affiliated with any AI data buyer. We help owners compare buyers and find the best fit for their records. See what your data is worth.