LLC Dissolution 2026

How Much Does It Cost to Dissolve an LLC?

The state filing fee to dissolve an LLC is typically $0–$70. But the real cost depends on whether you owe back taxes, annual reports, or have unpaid liabilities. Here's the complete picture.

LegalCostCalculator Editorial Team Data sourced from official government websites · Last reviewed: May 2026

$0–$200

Dissolution filing fee

paid to Secretary of State

Variable

Back annual reports

must be current to dissolve

$200–$500

Attorney fee (optional)

for complex dissolutions

Why You Must Formally Dissolve an LLC

Simply stopping business operations does not dissolve an LLC. Until you file formal dissolution paperwork with the state, your LLC continues to legally exist — and continues to accrue annual report fees, franchise taxes, and registered agent fees, year after year.

If you abandon an LLC without dissolving it, the typical consequences are:

Annual report fees and franchise taxes continue to accrue (potentially $50–$800+ per year depending on state)
The state may administratively dissolve or revoke the LLC after non-payment — which still doesn't eliminate the debt owed
In some states, personal liability for back taxes can pierce the LLC's liability protection
Credit issues if state debts go to collections
Difficulty forming future entities in that state without clearing the back balance

Dissolution Filing Fees by State

The dissolution fee is paid to the Secretary of State when you file Articles of Dissolution (or equivalent document). These are the fees for 10 major states:

State	Dissolution fee	Notes
California	$0	No dissolution filing fee; must file final tax return with FTB
Texas	$40	Certificate of Termination
Florida	$25	Articles of Dissolution
New York	$60	Articles of Dissolution
Illinois	$5	Articles of Termination
Georgia	$10	Notice of Intent to Dissolve / Dissolution
Arizona	$35	Articles of Termination
Colorado	$25	Statement of Dissolution
Washington	$20	Dissolution
Pennsylvania	$70	Certificate of Dissolution

How to Dissolve an LLC — Step by Step

Vote to dissolve (per your operating agreement)

Most LLCs require a member vote to dissolve. Check your operating agreement for the required vote threshold. If you have a single-member LLC, you are the sole decision maker. Document the decision in writing (meeting minutes or written consent).

Wind up business affairs

Complete or transfer pending business, collect outstanding receivables, pay or address all known business debts, and notify customers, vendors, and business partners that the LLC is closing.

Pay all outstanding state obligations

Before the state will accept your dissolution filing, you'll typically need to have all annual reports filed and all state taxes paid. Check your state's business portal for any outstanding balances.

File Articles of Dissolution with the Secretary of State

Download and complete the Articles of Dissolution (or Certificate of Termination, depending on state). File online or by mail with the required fee. Processing typically takes 1–4 weeks.

Cancel remaining licenses, permits, and registrations

Cancel your EIN (technically you notify the IRS), close business bank accounts, cancel any state/local business licenses, and cancel your registered agent service.

File a final tax return

File a final federal and state tax return for the LLC. Check the "final return" box on Form 1065 or Schedule C. Some states require a separate tax clearance letter before dissolution is complete.

California LLC Dissolution — Special Rules

California has some of the most involved LLC dissolution requirements:

No dissolution filing fee — but you must file a Certificate of Dissolution (Form LLC-3) AND a Certificate of Cancellation (Form LLC-4/7) with the California Secretary of State
Must file a final tax return with the California Franchise Tax Board
The $800/year minimum franchise tax is owed for any year the LLC was active, including the year of dissolution — except for the first year (recent law change)
Short-form cancellation (Form LLC-4/8) is available for LLCs that have not yet commenced business or issued membership interests

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Frequently Asked Questions

How much does it cost to dissolve an LLC?

The state filing fee to dissolve an LLC is typically $0–$200 depending on state. Most states charge $10–$70 for the Articles of Dissolution. The total cost also includes any back annual report fees and franchise taxes owed at the time of dissolution. If you need an attorney to help with a complex wind-up, attorney fees add $200–$500 for simple cases.

What happens if I just stop using my LLC?

If you stop using your LLC without formally dissolving it, the LLC continues to legally exist and accrue fees. Annual report fees, franchise taxes, and registered agent fees keep accumulating. After enough non-payment, the state may administratively dissolve or revoke the LLC, but the back balance still exists and can follow you — affecting your ability to form future entities in that state and potentially resulting in collections activity.

Do I need a lawyer to dissolve an LLC?

For most simple, single-member LLCs with no complex assets, no disputes, and current tax filings, you do not need a lawyer to dissolve an LLC. The dissolution forms are available on your state Secretary of State's website. An attorney is worth considering if: the LLC has multiple members who disagree about dissolution, there are significant assets to distribute, there are creditors with claims, or the LLC is under investigation or litigation.

How long does it take to dissolve an LLC?

Standard processing time for Articles of Dissolution is 1–4 weeks for standard filing, or 24–72 hours for expedited processing (for an additional fee). Some states offer same-day processing online. Tax-related requirements (final returns, tax clearance letters) can add additional time — plan for 1–3 months for a complete dissolution.

Can I dissolve an LLC with debt?

Yes — you can dissolve an LLC that has debt, but the debt doesn't disappear. Creditors can still pursue claims against the LLC during the winding-up period, and in some cases against the members if the LLC was improperly wound up (e.g., distributing assets to members before paying creditors). Properly dissolving an LLC requires paying known creditors before distributing remaining assets to members.

What is the difference between LLC dissolution and administrative dissolution?

Voluntary dissolution is when the LLC members decide to dissolve and file the paperwork. Administrative dissolution (or revocation) is when the state dissolves the LLC for non-compliance — typically failure to file annual reports or pay franchise taxes. Administrative dissolution can happen without your consent. Neither type eliminates unpaid state taxes or fees.