How to dissolve (close) an LLC (2026), step by step

If you want to close your LLC, the legal word is usually “dissolve.” Forming an LLC puts a public company on the Secretary of State record. Closing it takes a second filing — usually called articles of dissolution, a certificate of termination, a certificate of cancellation, or a statement of termination — plus winding up debts, bank accounts, licenses, and tax returns. Walking away without that filing does not stop annual reports, franchise taxes, or registered-agent invoices. This page is the cross-state primer for operators who already have a domestic LLC in Georgia, Florida, California, Texas, New York, or Illinois and want the entity off the books. Formation Lane does not file dissolutions for readers.

Neighbor desks: Close the LLC vs sell membership · Transfer LLC ownership · Remove a member from an LLC · Buy-sell agreement for an LLC · Close an LLC business bank account · Reinstate an administratively dissolved LLC · Foreign LLC / certificate of authority · Withdraw a foreign qualification · LLC DBA / assumed name. Domestic formation walkthroughs live on the 50-state index (for example Georgia, Florida, California, Texas, New York, Illinois).

If the state already dissolved the company for missed reports and you want to keep it, reinstate instead of forming a new LLC by mistake.

What does dissolve, terminate, or cancel an LLC mean?

Same job, different labels. End the domestic LLC on the Secretary of State record. Georgia files a Certificate of Termination; Florida Articles of Dissolution; California a Certificate of Cancellation; Texas a Certificate of Termination; New York Articles of Dissolution; Illinois a Statement of Termination. Foreign withdrawal is separate — it does not dissolve the home-state company.

Five desk steps to dissolve, terminate, or cancel a domestic LLC:

1. Confirm consent, legal name, and control number. Vote or consent under the operating agreement (or statute) and keep the written record. Confirm the legal name and control / file number on the official portal match the articles before you file.
2. Bring annual reports current where required. Many states require good standing before they accept termination — Georgia Rule 590-7-23 is explicit that annual registration must be current. Catch up overdue annual reports / registrations / Statements of Information first or the portal will bounce the close.
3. Obtain tax clearance only where the SOS requires it. Texas requires a Comptroller certificate of account status for termination (Form 05-305) attached to Form 651 — a website franchise-tax printout is not enough. California’s cancellation forms certify that final Franchise Tax Board returns have been or will be filed, while the $800 annual tax can still accrue until cancellation is effective. Other states: confirm the portal and form instructions before you file.
4. File the home-state close instrument and confirm status. File articles of dissolution, a certificate of termination, a certificate of cancellation, or a statement of termination on the home-state portal. Published SOS fees on this page (confirm at filing): Georgia often $0 online; Florida $25; California $0 SOS; Texas $40 plus Comptroller clearance; New York $60; Illinois $5. Download the stamped acceptance and confirm the public record changed.
5. Withdraw foreign qualifications and close tax and license accounts. Withdraw or cancel foreign authority in each other state separately — that does not dissolve the domestic LLC, and dissolving the home-state company does not automatically cancel every foreign registration. Cancel the registered-agent contract, update banks and counterparties, and file final federal and state returns; the SOS filing does not automatically file a final Form 1065, 1120-S, or Schedule C.

Checking close is its own bank desk: Close an LLC business bank account. Ownership exits that leave the LLC alive: Close the LLC vs sell membership · Transfer LLC ownership.

Does stopping business dissolve my LLC?

No. Until the state accepts the voluntary dissolution / termination / cancellation instrument, the LLC usually still exists on the public record. Annual reports, registrations, Statements of Information, and franchise taxes can keep coming — California’s FTB $800 annual LLC tax is the expensive example. Ghosting the portal is not a close.

• Member / manager decision. Most voluntary closures start with the vote or written consent the operating agreement (or statute) requires.
• Winding up. Pay or provide for known debts, finish contracts, collect receivables, distribute leftover assets, close accounts — before or alongside the SOS filing, depending on the state.
• SOS filing. The public instrument that changes status from active to dissolved / terminated / cancelled.
• Tax and agency close-out. Final federal and state returns, sales-tax and payroll accounts, local licenses — often a different desk from the SOS.

How much does it cost to dissolve an LLC?

Often little at the state level: Georgia $0 online (paper adds a service charge), California $0 at SOS, Illinois $5, Florida $25, Texas $40 plus Comptroller clearance, New York $60. The bigger cost is what keeps billing until the close posts — pay whatever the portal shows and keep the receipt.

Fees below are the published Secretary of State (or equivalent) amounts for a voluntary domestic close. Portals can add processor charges. If checkout differs from the fee table or statute, pay the portal and keep the receipt.

Recurring cost is why a clean close beats ghosting the portal. Florida’s annual report alone is $138.75 a year. California’s $800 FTB tax is the expensive reason cancelled status matters. Georgia’s $50 registration and Illinois’s $75 annual report keep billing until the termination posts. Annual-report calendar: LLC annual report and annual registration.

Close my LLC: one-page checklist

Fees are from the official Florida and Texas pages, checked 12 October 2026. Download the printable checklist (PDF).

What happens if I just stop and don’t dissolve?

• Bills keep coming. Annual reports, franchise tax, and registered-agent fees continue (Florida’s report is $138.75 a year, $538.75 if late).
• The state dissolves it for you. Missed reports lead to administrative dissolution, which is a messier record than a voluntary close and can carry back fees if you ever reinstate.
• Loose ends stay open. Debts, contracts, and tax accounts that were never wound up can still come back to the owners.
• The name may stay tied up on state records until the LLC is formally ended or the state releases it.

Notify creditors and handle claims

• Send written notice to every known creditor saying the LLC is closing and how to submit a claim.
• Claim deadlines come from your state’s LLC act. Many states let a dissolved LLC set a deadline in the notice and publish notice for unknown claims; the minimum time differs by state, so read the statute before setting a date.
• Keep a reserve for disputed or unknown claims before paying anything out to members.

State dissolution guides

• Florida: Articles of Dissolution, Division of Corporations (Sunbiz).
• Texas: Certificate of Termination (Form 651), Secretary of State.
• Georgia: Certificate of Termination, Corporations Division.
• California: Certificate of Cancellation (LLC-4/7), Secretary of State.
• New York: Articles of Dissolution, Department of State.
• Illinois: Statement of Termination (LLC-35.15), Secretary of State.

Closing the LLC with the IRS: 6 steps

The IRS’s Closing a business page lists the federal steps:

1. File a final return and check the “final return” box: Form 1065 for a multi-member LLC taxed as a partnership, Schedule C (or E or F) on the owner’s Form 1040 for a single-member LLC, or Form 1120 / 1120-S if the LLC elected corporate tax treatment (corporate-taxed LLCs also file Form 966 after adopting a plan to dissolve).
2. Take care of employees: final wages, the last Form 941 or 944 and Form 940, and W-2s.
3. Pay the tax you owe.
4. Report payments to contractors on Form 1099-NEC.
5. Close the IRS business account by mailing a letter with the LLC’s legal name, EIN, address, and reason for closing. The IRS will not close it until all returns are filed and taxes paid (Cancel an EIN).
6. Keep your records for the periods the IRS requires.

How to dissolve an LLC in Illinois

Illinois uses a Statement of Termination (Form LLC-35.15), filed once the LLC has been wound up (805 ILCS 180/35-15). The Secretary of State’s LLC forms list shows a $5 filing fee and $50 for expedited handling. You can file online with a card (a processor fee applies) or mail the form in duplicate with a check to the Department of Business Services, Limited Liability Division, 501 S. Second St., Rm. 351, Springfield, IL 62756.

The online termination guidelines say the LLC must be in good standing. It cannot terminate if it has been administratively dissolved, revoked, merged, converted, domesticated, or has expired, so catch up the $75 annual report first. A manager or other authorized person signs. The receipt page and confirmation email include a link to print the filed document.

Do I need tax clearance to dissolve an LLC?

Texas yes — attach a Comptroller certificate of account status for termination (Form 05-305); a website franchise-tax printout is not enough. California’s cancellation forms certify that final Franchise Tax Board returns have been or will be filed, while the $800 annual tax can still accrue until cancellation is effective. Other states: confirm the portal before you file.

The SOS filing ends (or schedules the end of) the entity on the business-registry side. It does not automatically file your last Form 1065, 1120-S, or disregarded Schedule C, close an EFTPS or state withholding account, or zero a sales-tax permit. New York’s DOS dissolution page for LLCs does not require Department of Taxation consent the way some corporate dissolutions do; that is not permission to skip final IT-204 / IT-204-LL filings when they apply.

A tax professional can map final-year elections and “final return” checkboxes to your facts. Bank-desk map: Close an LLC business bank account. EIN context: Get an EIN.

Should I file DIY on the official portal or use a formation shop?

DIY on the home-state portal is the primary path: Georgia eCorp, Florida Sunbiz, California bizfile, Texas SOSDirect (with the Comptroller certificate in hand), New York DOS, or Illinois ilsos.gov. A formation shop is optional convenience for good-standing clean-up or multi-state withdrawals. It does not replace winding up, tax filings, or your responsibility for what the form certifies.

The primary path is the home-state portal: Georgia eCorp, Florida Sunbiz, California bizfile, Texas SOSDirect (with the Comptroller certificate in hand), New York DOS, Illinois ilsos.gov. Download or generate the state’s form, pay the published fee, save the acceptance PDF next to the articles and EIN letter.

Formation shops will file a dissolution package for a service fee on top of state charges. That can be rational when you want someone else to chase good-standing clean-up, multi-state withdrawals, or a picky portal. It does not replace winding up, tax filings, or your responsibility for what the form certifies. A shop invoice is not a Secretary of State acceptance.

After the state accepts the filing: download the stamped instrument; update banks, processors, insurers, and marketplaces; cancel the registered-agent contract; withdraw foreign qualifications where needed (Withdraw or cancel a foreign LLC qualification). Keep the packet even after the company is gone — lenders and tax notices can arrive years later.

Dissolve or cancel an LLC FAQ

Short answers on what dissolve / terminate / cancel means, stopping business vs filing, SOS fees, tax clearance, DIY vs shop, admin dissolution, foreign qualifications, final returns, and past-due annual reports. Cross-links: annual report, reinstate, foreign CoA, and close LLC bank account.

What does dissolve, terminate, or cancel an LLC mean?

Same job, different labels. End the domestic LLC on the Secretary of State record. Georgia files a Certificate of Termination; Florida Articles of Dissolution; California a Certificate of Cancellation; Texas a Certificate of Termination; New York Articles of Dissolution; Illinois a Statement of Termination. Foreign withdrawal is separate — it does not dissolve the home-state company.

Does stopping business dissolve my LLC?

No. Until the state accepts the voluntary dissolution / termination / cancellation instrument, the LLC usually still exists on the public record. Annual reports, registrations, Statements of Information, and franchise taxes can keep coming — California’s FTB $800 annual LLC tax is the expensive example. Ghosting the portal is not a close.

How much does it cost to dissolve an LLC?

Often little at the state level: Georgia $0 online (paper adds a service charge), California $0 at SOS, Illinois $5, Florida $25, Texas $40 plus Comptroller clearance, New York $60. The bigger cost is what keeps billing until the close posts — pay whatever the portal shows and keep the receipt.

Do I need tax clearance to dissolve an LLC?

Texas yes — attach a Comptroller certificate of account status for termination (Form 05-305); a website franchise-tax printout is not enough. California’s cancellation forms certify that final Franchise Tax Board returns have been or will be filed, while the $800 annual tax can still accrue until cancellation is effective. Other states: confirm the portal before you file.

Should I file DIY on the official portal or use a formation shop?

DIY on the home-state portal is the primary path: Georgia eCorp, Florida Sunbiz, California bizfile, Texas SOSDirect (with the Comptroller certificate in hand), New York DOS, or Illinois ilsos.gov. A formation shop is optional convenience for good-standing clean-up or multi-state withdrawals. It does not replace winding up, tax filings, or your responsibility for what the form certifies.

What’s the difference between dissolving and being administratively dissolved?

Voluntary dissolve (terminate / cancel) means you filed to end the company. Administratively dissolved, revoked, suspended, or forfeited means the state marked the LLC inactive for missed compliance — reports, taxes, or agent problems. If you still want that company, reinstate or revive after catching up; do not file new articles by mistake. If you are done, file a clean voluntary close instead of years of catch-up.

What happens to foreign qualifications when I dissolve my LLC?

Withdraw or cancel foreign authority in each other state separately. That withdrawal does not dissolve the domestic LLC, and dissolving the home-state company does not automatically cancel every foreign registration. Stacked renewals keep billing until each foreign desk accepts withdrawal. Exit map: Withdraw or cancel a foreign LLC qualification · CoA context: Foreign LLC and certificate of authority.

Do I still file a final tax return after dissolving?

Usually yes. The SOS filing ends (or schedules the end of) the entity on the business-registry side. It does not automatically file a final Form 1065, 1120-S, or disregarded Schedule C, close EFTPS or state withholding, or zero a sales-tax permit. A CPA or Enrolled Agent maps the final-return boxes for your facts.

How do I dissolve an LLC in Illinois?

Illinois calls it a Statement of Termination (Form LLC-35.15), filed with the Secretary of State after the LLC is wound up. The fee is $5 ($50 more for expedited handling), and online filings are paid by card with a processor fee. The LLC must be in good standing: the Secretary of State will not accept a termination from an LLC that has been administratively dissolved, revoked, merged, converted, or expired, so file any overdue annual reports first. A manager or other authorized person signs it.

Do I have to notify creditors when I close my LLC?

You have to pay or provide for known debts as part of winding up. Many state LLC acts also let a dissolved LLC send written notice to known claimants and publish notice for unknown ones, which can cut off late claims after a statutory deadline. The deadlines and notice contents differ by state, so read your formation state’s LLC act before relying on a notice.

Can I dissolve an LLC if annual reports are past due?

Often no until you catch up. Many states require good standing before they accept termination — Georgia Rule 590-7-23 is explicit that annual registration must be current. Bring overdue annual reports / registrations / Statements of Information current first or the portal will bounce the close. Calendar and late-fee detail: LLC annual report and annual registration.

Can I close my LLC online?

In many states, yes. Florida’s Sunbiz lets you file LLC Articles of Dissolution online ($25), and Texas takes the Certificate of Termination (Form 651, $40) on SOSPortal, with the Comptroller’s certificate of account status for termination attached. The tax side (final returns, closing the IRS account by letter) is separate from the state filing.

Do I need Form 966?

Only if the LLC is taxed as a corporation. The IRS says a corporation (including an S corporation) files Form 966 when it adopts a plan to dissolve. An LLC on the default tax treatment (disregarded for one owner, partnership for two or more) does not file it.

In what order do I distribute remaining assets?

Creditors first: pay or set aside money for known debts and likely claims. What is left goes to the members as the operating agreement says, or under your state’s LLC act if the agreement is silent.

What this page does not cover

• Filing or paying anyone’s dissolution, termination, cancellation, or withdrawal. This is a publisher page, not a compliance service.
• Court-ordered dissolution, bankruptcy, or member disputes over whether to close.
• Preparing final federal or state tax returns, or advising on S corporation or partnership tax outcomes.
• Every US state’s fee table. The six linked formation guides are the depth on this site.
• Professional-board, city, or sales-tax account closures beyond the reminder that they exist.
• Reinstatement after administrative dissolution — see Reinstate an administratively dissolved or revoked LLC.
• Acting as anyone’s lawyer, CPA, or formation agent. Formation Lane is a publisher only.