Closing an LLC, state by state.
Dissolution is one filing inside a much longer wind-down. Before it comes a member vote and a settled set of creditors. Around it sit state tax accounts to close and, in some jurisdictions, a clearance or consent you have to hold before the office will accept anything. After it come the final federal returns and the EIN. Pick your state for the order yours runs in.
Four things that change with your state.
Every state accepts a dissolution. What differs is what has to be true before it will, what the document is called when it gets there, and how much of the wind-down the filing leaves untouched.
The decision comes first
Members vote to dissolve and the decision is written down as a resolution before anything reaches the state. It is the authority for every step after it, including the signature on the filing itself, and it is the first thing anyone reviewing the wind-down later asks to see.
Whether tax has to sign off
Some states will not accept a dissolution until their tax authority has cleared or consented to it, which puts a separate approval in front of the filing. Most do not. Either way every state tax account still has to be closed and every final return still has to be filed.
Dissolution, termination or cancellation
Most jurisdictions call the document Articles of Dissolution. Others use termination, and others cancellation, with their own form and their own signature rules. Same effect, different vocabulary, which matters when you are searching an unfamiliar state's site for the right form at speed.
What the state filing leaves
Filing with the state ends the entity. It does not file your final federal returns, distribute what is left to the members, notify creditors or close the EIN with the IRS. Those are separate steps on a separate clock, and they are where an otherwise clean closure usually frays.
Trading stops when you say so. Obligations stop when you file.
Pick your state.
Each state page walks the wind-down for that jurisdiction: whether clearance or consent has to come first, what the dissolution document is called and where it goes, which state tax accounts have to be closed, and the order the whole sequence runs in locally.
A clean handoff, in four steps.
Closing properly is a sequence, not a form. You make the decision and settle the obligations. We handle the clearance where it applies, the filing itself, and the paperwork that has to follow it.
Hold the member vote
Members agree to dissolve and the decision is recorded as a written resolution, with the date and who is authorized to sign for the company. Everything after this step relies on it.
Wind down and notify
Operations stop, creditors are paid or provided for and notified as your state requires, and the state tax accounts are closed out. Where clearance or consent is needed, this is when it is obtained.
File the dissolution
We prepare and submit the dissolution, termination or cancellation document to the office that formed the entity, in the form that office uses, and confirm when the record shows it accepted.
Close the federal file
Final federal returns marked final, whatever is left distributed to the members, and the EIN closed with the IRS. That is the point at which the company is genuinely finished.
The filing takes an afternoon. The list around it is the real job.
The rest of Close or revive.
Every one of these is built the same way: a national explainer above its state pages. They are the filings that sit closest to this one.
Dissolve an LLC
Dissolving an LLC, state by state
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Reinstating an LLC, state by state
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The questions people ask before they close.
Do I have to file anything to close an LLC?
Yes, if you want it actually closed. An LLC exists because a state register says it does, and it keeps existing until that register is told otherwise. Walking away leaves the entity on file, still carrying whatever recurring obligations that jurisdiction attaches to it. The dissolution filing is what ends the entity; the rest of the wind-down is what makes the ending clean.
What happens if I just stop filing?
The entity stays on the register and the obligations attached to it keep accruing. Missed annual filings and unclosed tax accounts accumulate against a company nobody is looking after, and the members can still be exposed personally long after trading stopped. It is the most common way a small closure turns into a much larger problem two or three years later.
Do I need tax clearance before dissolving?
It depends on the state. Some will not accept a dissolution until their tax authority has issued a clearance or given consent, which means the approval has to be obtained before the filing goes anywhere. Most states have no such gate. What is true everywhere is that state tax accounts have to be closed and final returns filed, whether or not a certificate stands in front of the filing.
What happens to creditors and remaining assets?
Order matters. The wind-down settles what the company owes before anything is distributed to the members, and states set their own rules about notifying creditors that the company is closing. Distributing first and settling later is the error that follows people personally. Anything left after obligations are met is distributed according to the Operating Agreement, and that distribution happens near the end, not the beginning.
Do I close the EIN as well?
The EIN is dealt with after the final federal returns, not before. Closing it too early leaves you unable to file the returns that still have to be made for the final period. The sequence is final returns first, marked as final, then the request to the IRS to close the business account associated with the number. It is the last item on the list for a reason.
In what order should all of this happen?
Vote and record the resolution. Wind down operations, settle and notify creditors, and close out state tax accounts. Obtain clearance or consent where the state requires it. File the dissolution with the office that formed the entity. File final federal returns marked final. Distribute what remains to the members and close the EIN. Your state page sets out where the local variations sit inside that order.
Keep going, in order.
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