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Last reviewed: October 11, 2026
To dissolve an LLC you vote to dissolve under your operating agreement, wind up (notify creditors, pay debts, distribute what is left), file articles of dissolution or a certificate of cancellation with the state, file final federal and state tax returns with the "final return" box checked, and send the IRS a letter closing the business account. State filing fees run from $0 (California, Washington) to $220 (Delaware), and the rule that saves the most money is finishing before December 31, because California's $800 and Delaware's $400 annual taxes are charged for any year the LLC is still on the register.
Key takeaways:
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Dissolution starts with the vote your operating agreement requires: unanimous consent in most small LLCs, a majority in interest where the agreement says so, and the state default rule when the agreement is silent. Record it in a written consent or resolution that names the LLC, the date, the vote, and who is authorized to wind up and sign the state filing. That date matters later. New York's Articles of Dissolution ask for "the event giving rise to the filing" and list the members' vote or written consent as the first option, and Form 966, for LLCs taxed as corporations, runs a 30-day clock from the date the resolution is adopted.
A single-member LLC still needs the paper: the sole member signs a written consent to dissolve, which the bank, the state, and any buyer of the LLC's assets will ask for, and which fixes the moment the company stops operating and starts winding up.
Winding up is the period between the vote and the state filing, and the statutory order of payment is the same everywhere: creditors first, including members who lent money, then members in the order the operating agreement sets. Send written notice to known creditors with a deadline for claims (your state's LLC act sets the minimum notice period), collect receivables, sell or distribute equipment and inventory, terminate leases and contracts, and cancel licenses, sales tax permits, DBAs, and out-of-state registrations. Closing the bank account is the last operational step, after the final checks clear and the final tax payments are scheduled.
Distributions to members of a partnership-taxed LLC are reported on the final Schedule K-1; in a single-member LLC they are the owner taking back the assets, with Form 4797 covering any depreciated property. Keep a closing ledger of every payment and distribution; it answers any creditor who surfaces later and feeds the final returns in Step 4. At Anna Money we watched founders treat "we stopped trading" as closing, and the ones who later reopened the file to answer a demand letter always wished they had spent the afternoon on paperwork.
Interactive
What does closing your LLC cost, and what has to be filed?
Pick the formation state and how the LLC is taxed. You get the state form and fee, the recurring charge you avoid by dissolving before December 31, and the federal filings that close the tax side.
California state filing fee
$0
No fee; bizfile Online only (Full Access required since July 1, 2026)
Federal filings that close the tax side
State fees and recurring charges read on each Secretary of State or revenue department site on September 22, 2026. Federal filings per the IRS Closing a business page. Registered agent, accountant, and expedite fees are not included.
The state filing ends the LLC's legal existence, and its name, fee, and prerequisites differ by state. The table covers eight states; every fee was read on the Secretary of State or revenue department site on September 22, 2026.
| State | Form to file | Fee | Tax clearance or final report first? | Recurring charge you avoid by dissolving before December 31 |
|---|---|---|---|---|
| California | Certificate of Dissolution (LLC-3) plus Certificate of Cancellation (LLC-4/7), or Short Form Cancellation (LLC-4/8) within 12 months of formation | $0, bizfile Online only | No SOS clearance; the FTB rules below govern the $800 | $800 annual tax (FTB), plus the LLC fee once total income reaches $250,000 |
| Texas | Form 651, Certificate of Termination | $40 | Yes. Certificate of Account Status from the Comptroller (Form 05-359 or Webfile) after the final franchise tax report | Franchise tax report plus Public Information Report each May 15 |
| Florida | Articles of Dissolution | $25 | No | Annual report, $138.75 (due May 1; $538.75 once late) |
| New York | Articles of Dissolution (DOS-1366-f) | $60 | No tax-consent attachment for an LLC | Annual LLC filing fee, $25 minimum, in any year with New York-source income (Form IT-204-LL) |
| Delaware | Certificate of Cancellation | $220 (August 1, 2026 fee schedule) | All annual taxes paid to the date of cancellation | $400 annual tax (2026 tax year onward), assessed if the LLC is active on any day of the year |
| Illinois | Statement of Termination (LLC-35.15) | $5 | No | Annual report, $75 (LLC-50.1) |
| Washington | Certificate of Dissolution (LLC and PLLC) | $0 plus the online processing fee | No SOS clearance; close Department of Revenue accounts separately | Annual report, $70 |
| Colorado | Statement of Dissolution (online only) | $10 | No | Periodic report, $25 |
Most states accept the filing online within days. Washington notes that 120 days after the certificate is filed the dissolution becomes permanent and the LLC can no longer be reinstated. Cancel your registered agent, virtual office, and mail forwarding after the state accepts the filing, not before, since the state and the IRS may still write to that address.
The California Secretary of State charges nothing. The Certificate of Dissolution (LLC-3), Certificate of Cancellation (LLC-4/7), and Short Form Cancellation (LLC-4/8) are all listed at "No Fee," and since July 1, 2026 they must be filed through bizfile Online with Full Access to the entity. The real cost is the Franchise Tax Board's $800 annual tax, and FTB Publication 3556 sets four conditions for it to stop: file a timely final Form 568 designated as the final return, pay the $800 for that final year, conduct no California business after the last day of that year, and file LLC-4/7 within 12 months of filing the final return. Miss the 12-month window and the $800 keeps accruing. LLC-3 is required unless all members voted for the dissolution; LLC-4/7 takes effect on the date filed. An LLC formed less than 12 months ago that never did business, has no debts beyond its tax bill, and has returned any investor money can use LLC-4/8 instead and escape even the first year's $800.
Worked example. Lorenzo closes his single-member Sacramento consulting LLC, no employees, in December 2026: $0 to the Secretary of State for LLC-3 and LLC-4/7, a final 2026 Form 568 with the $800 paid by April 15, 2027, no California activity in 2027, and no $800 for 2027. Had he let the LLC sit until February 2027, the 2027 tax would be due in full. Our California LLC taxes guide covers the Form 568 side.
Texas is the one state in the table where the tax agency signs off first. Per the Comptroller's terminate page, file the final franchise tax report covering the period from the day after your last report period through a date within 60 days of termination, then request a Certificate of Account Status to Terminate (Form 05-359, or online through Webfile). The certificate, Form 05-305, is valid through December 31 of the year issued and must be attached to Form 651, whose Tax Certificate section reads "Required." Form 651 itself costs $40 (Rev. 12/23), is submitted in duplicate by mail or through SOSDirect, and lets you set a delayed effective date up to 90 days out, which is how you land the termination on December 31 exactly. Our Texas franchise tax guide covers the report itself.
Delaware's August 1, 2026 fee schedule lists a domestic LLC Certificate of Cancellation at $220 "plus annual taxes to cancel." The Division of Corporations now lists the LLC annual tax at $400 (it was $300 in prior years), and its instructions say the tax is assessed if the entity is active in its records at any time from January 1 through December 31, with no proration, due June 1 of the following year, and a $200 penalty plus 1.5% monthly interest when late. An LLC cancelled on January 5, 2027 owes the full $400 for 2027; one cancelled on December 30, 2026 does not (Delaware franchise tax deadline guide).
The IRS has no "LLC return"; you file the final return for whatever the LLC was for tax purposes and check the final return box near the top of the front page, per the IRS Closing a business page. Under Treasury Regulation §301.7701-3, a single-member LLC is disregarded, a multi-member LLC is a partnership, and an LLC that elected S or C status is a corporation, so:
| LLC tax status | Final federal return | Also file |
|---|---|---|
| Single-member (disregarded) | Final Schedule C with your Form 1040 for the closing year; Schedule SE if net earnings are $400 or more | Form 4797 for business property sold or converted to personal use; Form 8594 if you sold the business |
| Multi-member (partnership) | Final Form 1065 with the "final return" box; Schedule K-1 to each member with the "final K-1" box | Schedule D (Form 1065) for capital gains; Form 4797; Form 8594 |
| S corporation election | Form 966 within 30 days of adopting the dissolution resolution; final Form 1120-S with the "final return" box; final K-1s | Schedule D (Form 1120-S); Form 4797; Form 8594 |
| C corporation election | Form 966 within 30 days; final Form 1120 with the "final return" box | Schedule D (Form 1120); Form 4797; Form 8594 |
Form 966 (Rev. October 2016) is required under IRC §6043(a) for any corporation that adopts a resolution or plan to dissolve, and the IRS page says explicitly that this includes S corporations. It is not required for a disregarded-entity election or other deemed liquidation. A partnership is treated as terminated under IRC §708(b)(1) only when no part of its business continues to be carried on by any of its partners in a partnership, which is why the final Form 1065 covers the short year ending on the wind-up date. Deadlines do not move: a partnership or S corporation closing in 2026 files by March 15, 2027 (September 15 with Form 7004), and a sole proprietor's final Schedule C rides on the April 15, 2027 Form 1040. The LLC tax deadlines guide has the full calendar by election.
If the LLC had employees, file Form 941 (or 944) for the quarter of the last paycheck, check the box saying the business has closed, enter the date final wages were paid on line 17 (Form 941) or line 14 (Form 944), and attach a statement naming who keeps the payroll records and where. File Form 940 for the year with box "d" checked as final. Furnish Forms W-2 to employees and file Form W-3 with the Social Security Administration by the due date of that final Form 941 or 944, not next January. Contractors paid $2,000 or more in 2026 get a Form 1099-NEC by February 1, 2027; the threshold rose from $600 for payments made after December 31, 2025, per the December 2026 revision of the Forms 1099-MISC and 1099-NEC instructions. Then close the state accounts the LLC opened: the sales tax permit (with a final sales tax return), state withholding and unemployment insurance accounts, and any local business tax registration. Our payroll tax due dates guide covers the forms line by line.
The IRS cannot cancel an EIN. Once assigned it is the entity's permanent federal taxpayer ID, and the IRS page If you no longer need your EIN says it can only deactivate the account. Send a letter with the LLC's complete legal name, the EIN, the business address, your reason for closing (for example, "the LLC was dissolved on December 30, 2026"), and a copy of the CP 575 EIN assignment notice if you still have it, to Internal Revenue Service, MS 6055, Kansas City, MO 64108, or Internal Revenue Service, MS 6273, Ogden, UT 84201. The older "Closing a business" page still lists Cincinnati, OH 45999; the dedicated EIN page carries the current mail stops. The IRS will not close the account until every required return is filed and every tax paid, so send the letter after the final return, not before. Our CP 575 guide explains how to find the notice.
Employment tax records stay for at least four years, per the IRS page; records for depreciated or sold property stay until the period of limitations expires for the year you disposed of it. Keep the dissolution consent, the state acceptance, the creditor notices, the final returns, and the EIN letter in one packet, because a state or IRS notice can arrive two years after the LLC is gone.
File the state dissolution before December 31 in any state that charges an annual tax or report for being on the register on January 1. Delaware assesses its $400 for any active day of the year with no proration. California's $800 is owed for every tax year until the FTB's four conditions are met, and Publication 3556 adds a 15-day exception written for any taxable year of 15 days or less with no California business, so a cancellation filed by January 15, 2027 with zero January activity avoids the 2027 tax even if December ran long. Texas's franchise tax report and Public Information Report come due the following May 15 for every LLC still in existence, and Florida's $138.75 annual report is due May 1 for LLCs still active; Illinois, Washington, and Colorado bill on the anniversary schedule, so the calendar matters less there.
Aim to have the vote, the creditor notices, and the Texas tax certificate done by Thanksgiving; a Delaware or California filing that lands on January 2 costs a full year's tax, and Texas's delayed-effective-date box on Form 651 is the safe way to pin December 31.
A non-resident owner closes a US LLC the same way, with two extra items. First, the LLC's last Form 5472 with a pro-forma Form 1120 is still due for a single-member LLC owned by one foreign person, covering 2026 through the dissolution date, and the $25,000 penalty for skipping it does not care that the company is gone; check the "final return" box on the pro-forma 1120 and confirm the short-year due date with your preparer. Second, every state in the table accepts the filing online from abroad through the portal you used to form the LLC, and the registered agent stays on contract until the state accepts it; send the EIN letter by tracked mail. A dormant Delaware LLC now costs $400 a year to ignore. Our guide to US LLCs for non-residents covers the obligations you are ending.
The FTB's four conditions include LLC-4/7 within 12 months of the final return. A 2026 final return filed in March 2027 needs the cancellation on file by March 2028, or the $800 for 2027 and 2028 is back on the table.
The Tax Certificate section of Form 651 is marked "Required." The Secretary of State rejects the filing, the $40 is wasted, and the LLC drifts into another May 15 franchise report.
Form 966 has its own 30-day deadline from the dissolution resolution and its own box list (date incorporated, date the plan was adopted, shares outstanding); the IRS page lists it first for S corporations.
The final Schedule C, 1065, or 1120-S is only as easy as the last year's bookkeeping. Jupid connects to the LLC's bank account, categorizes every transaction at 95.9% accuracy, and keeps owner draws, member distributions, and creditor payments separated from ordinary expenses, so the wind-up ledger in Step 2 and the numbers for Step 4 come from the same source. Ask the AI accountant in WhatsApp or iMessage "what did we pay contractors this year?" and the 1099-NEC list appears in chat with the $2,000 threshold already applied. Try Jupid.
This guide is for general educational purposes and does not constitute tax, legal, or accounting advice. Dissolution procedures, creditor notice periods, and fees are set by each state's LLC act and can change; the eight-state table reflects fees read on September 22, 2026. For advice specific to your LLC, consult a qualified attorney or tax professional in the formation state.
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How much does an LLC cost in 2026? $35 to $500 to file and $0 to $800 a year in state fees, with five-year totals for all 50 states and DC.
Yes: you can own a US LLC with no SSN, visa, or US address. Wyoming vs Delaware vs New Mexico fees, EIN by fax, banking, and the $25,000 Form 5472 trap.
A state tax ID registers your business with your state's tax agencies. Learn what it is, when you need one, and how to get one in 2026 — state by state.
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