50-State Surveys › Voluntary LLC Dissolution and Cancellation Requirements by State
Voluntary LLC Dissolution and Cancellation Requirements by State
How does a domestic LLC voluntarily end its existence in this state, and what approval, winding-up, creditor, tax-clearance, filing, fee, and effective-date rules apply?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-07-28
What this survey covers
Closing an LLC is usually a sequence, not a single form. An internal event or member vote begins dissolution. The LLC then winds up by ending ordinary operations, collecting and disposing of assets, addressing liabilities, and distributing what remains. A later state filing cancels or terminates the legal entity.
This survey keeps those moments separate. It also distinguishes a mandatory creditor notice from an optional claims safe harbor, advance tax clearance from a statement that a final return will be filed, and legal termination from the many federal, payroll, license, bank, and foreign-registration tasks outside the domestic LLC statute.
How to read the table
Start with “Dissolution event and approval.” That column gives the operating- agreement or statutory event and the default member threshold. It does not say that the entity has already ceased to exist.
Next, read the winding-up, creditor, and distribution columns together. They identify who controls the process, whether known creditors must receive notice, what optional claim-bar procedures exist, and what debts or reserves must be addressed before owners receive the remainder.
Finish with the tax-clearance and filing columns. They show whether a revenue- agency certificate is a filing prerequisite, which document actually ends the entity, who signs it, the state fee and method, and whether a delayed effective date is available. The survival column explains what remains possible after dissolution or cancellation and whether the decision can be revoked.
What the finished table shows
The operating agreement is the first place to look in nearly every state. More than half of the jurisdictions use unanimous member consent when the agreement does not supply another voluntary approval rule. The minority defaults do not share one formula: California uses at least 50 percent of voting interests, Connecticut uses a majority in interest, Delaware and current Kansas law use profit-interest supermajorities, and New York generally uses a majority in interest with a separate class-or-group test. Indiana is a date-tiered outlier whose default depends on when the LLC was formed. Cal. Corp. Code § 17707.01, 6 Del. C. § 18-801, and the linked official sources in each state row ground the other thresholds.
The filing architecture falls into three recurring groups. One group waits until winding up is complete and files a terminal cancellation or termination, as Delaware, Maine, Vermont, Virginia, and West Virginia do. A second group uses two public records—a dissolution or winding-up notice followed by termination or cancellation—with California, Maryland, Missouri, New Jersey, Tennessee, and Utah among the examples. A third group uses only dissolution articles or a dissolved-status record and has no later ordinary terminal filing; Wyoming expressly continues the dissolved LLC for winding-up and claim purposes. Cal. Corp. Code §§ 17707.02 and 17707.08, 11 V.S.A. § 4105, and Wyo. Stat. §§ 17-29-701 to -708.
Creditor procedures form another strong cluster. Many modern LLC acts offer an optional known-claim notice with at least 120 days to respond and 90 days to sue after rejection, plus an optional publication route that creates a three-year period for other claims. Those are safe harbors, not universal prerequisites. California makes mailed notice to known creditors part of winding up, Maryland makes known-creditor mailing part of cancellation, Nebraska requires publication after its dissolution statement, and Missouri requires repeated publication. Some states provide no general statutory notice-and-bar route at all. Cal. Corp. Code § 17707.04 and Wyo. Stat. §§ 17-29-703 to -704.
Advance tax clearance is the exception, but the exceptions materially change the sequence. Texas requires its Comptroller certificate with Form 651; Pennsylvania requires tax clearances for ordinary termination; New Hampshire requires a Department of Revenue Administration certificate before owner distributions; Delaware requires the effective year's annual tax before cancellation; and Michigan's standard route requires a tax-clearance request. Other states may require a final return statement, good standing, current reports, or payment of filing-system charges without requiring a revenue-agency clearance certificate. Texas Form 651 instructions and 6 Del. C. § 18-1107.
Base filing charges run from no fee in several states to $220 in the District of Columbia and Delaware. Electronic filing is common but not universal: Alaska and Wyoming currently route the ordinary LLC dissolution form to paper mail, while Vermont directs existing entities to its online account system. A delayed effective date of up to 90 days is the dominant pattern where delay is allowed, but the current form may omit a field even when the general filing statute permits one. Wyoming fee schedule, Vermont fee schedule, and the official fee source linked in each row.
Two known future changes remain visible in the finished table. Utah's LLC act is renumbered from Title 48, chapter 3a to Title 16, chapter 20 on October 1, 2026, without changing the core closure sequence. Rhode Island's replacement LLC act takes effect January 1, 2028 and requires a fresh review of that row before then.
The nine columns keep the three legal moments visible: the event that starts dissolution, the winding-up work between owners and creditors, and the public filing—if any—that ends legal existence. Reading only the form name hides the largest state-to-state differences.
Get this answered for your state
This survey compares every state side by side. Ezel applies your state's law to your specific situation and answers with citations to the statutes.
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| State | Governing law and scope | Dissolution event and approval | Pre-filing status and tax clearance | Winding-up authority and powers | Creditor notice and claims | Debts, reserves, and distributions | Termination filing and signer | Fee, method, and effective date | Survival, revocation, and post-closure |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-07-28 | Alabama Limited Liability Company Law, Ala. Code Title 10A ch. 5A art. 7, with general signing/effective-date rules in §§ 10A-5A-2.04 and 10A-1-4.11 to -4.12; ordinary domestic LLC voluntary dissolution, winding up, claims, distributions, SOS Articles of Dissolution, and reinstatement |
LLC-agreement event or circumstance, or consent of all members. A memberless LLC also dissolves unless all transferable-interest holders timely agree in writing to continue and appoint member(s), or continuation occurs under the agreement (§ 10A-5A-7.01) |
No good-standing certificate, Department of Revenue consent, final return, or tax-clearance attachment appears in § 10A-5A-7.02 or the SOS form. Tax returns, accounts, licenses, and liabilities remain separate from the dissolution filing |
Agreement-designated person(s); otherwise remaining members; if none, all transferable-interest holders or their designee. Court supervision is available for good cause/memberless inaction. Collect and transfer assets, preserve briefly, litigate, settle, discharge/provide for liabilities, distribute, and take other liquidation acts (§§ 10A-5A-7.02 to -7.03) |
Optional known-claim notice may set a receipt deadline of at least 120 days and a rejected-claim suit deadline of 90 days. Optional one-time county publication creates a 2-year enforcement bar for specified unnotified, unacted-on, contingent, and later-event claims; court-ordered security may protect distributees (§§ 10A-5A-7.04 to -7.05) |
Pay or make adequate provision for creditors first, including member-creditors where lawful. Surplus returns unreturned contributions first and then follows pre-dissolution distribution proportions; if insufficient for contribution return, allocate pro rata by unreturned contribution value (§ 10A-5A-7.06) |
During winding up the LLC may file Articles/Statement of Dissolution stating its name, Secretary of State identifier, that it dissolved, and optional additional information. An authorized person signs; if a dissolved memberless LLC files, the wind-up person signs, and an agent/attorney-in-fact may sign (§§ 10A-5A-7.02(b), 10A-5A-2.04; SOS form). Article 7 provides no separate terminal cancellation filing |
$100 processing fee as of 2026-07-28; online filing is available, or file the paper Domestic LLC Articles of Dissolution with the Secretary of State. A filing ordinarily takes effect on receipt, or may state a delayed date/time no later than 90 days (§§ 10A-1-4.11 to -4.12; SOS form/fee schedule). Filing does not erase the LLC's continued wind-up existence |
The dissolved LLC continues as an LLC solely for winding up, litigation, liabilities, and distributions. It may be reinstated with the agreement-required consent—or the applicable dissolution consent if the agreement is silent—plus any required objector/judicial-dissolution consents and a certificate of reinstatement (§§ 10A-5A-7.02, -7.07 to -7.08) |
| Alaska verified 2026-07-28 | Alaska Revised Limited Liability Company Act, AS 10.50, art. 11; ordinary domestic LLC dissolution, winding up, Articles of Dissolution, and claim procedures administered by DCCED's Corporations Section (§§ 10.50.400 to .440) |
Operating-agreement event or written consent of all members; no statutory majority shortcut. The internal event dissolves the LLC and starts winding up before any optional state filing (§ 10.50.400) |
Current Form 08-490 will not be filed unless the signer matches an official of record and the biennial report is current; it attests good standing and all due reports paid. No final-return, tax-payment, revenue-consent, or tax-clearance attachment is listed (Form 08-490) |
Agreement controls; default is the members or managers who managed before dissolution. They may litigate, settle/close affairs, transfer property, discharge liabilities, distribute assets, finish transactions, and bind the LLC within statutory authority (§§ 10.50.410 to .420) |
Known-claim safe harbor is optional overall; if elected with filed articles, written notice gives ≥120 days after the later of notice/articles and 90 days to sue after rejection. Optional one-time publication creates a 3-year action period after the later of publication/articles for unknown, unacted-on, contingent, and later-event claims (§§ 10.50.435 to .440) |
Pay or adequately provide for creditors first, including member-creditors; then satisfy distribution liabilities, return contributions, and divide the remainder by pre-dissolution distribution rights unless the agreement changes the statutory steps. Knowing prohibited recipients may be liable (§§ 10.50.305, .320, .425) |
After dissolution, the LLC may file one Articles of Dissolution stating name, formation/amendment filing dates, reason, optional effective date, and chosen additional information. Manager signs a manager-managed LLC; otherwise a member signs; attorney-in-fact permitted (§§ 10.50.430, .840; Form 08-490) |
$25 paper Form 08-490; mail with check/money order or attached card form. Forms page supplies no online dissolution link and says not to email filings. Effective on filing or a stated specific date; no future-date cap appears in § 10.50.430 (3 AAC 16.065(b); form/pages) |
After dissolution, authorized managers/members retain wind-up and unfinished-transaction agency; filing articles is presumed notice. Unbarred claims reach undistributed assets or recipient members within caps. Article 11 and the current domestic-LLC form list state no voluntary rescission, cancellation, or reinstatement route (§§ 10.50.420, .440; forms page) |
| Arizona verified 2026-07-28 | Arizona Limited Liability Company Act, A.R.S. Title 29, ch. 7; ordinary domestic LLC dissolution, winding-up notice, claims, and termination filed with Corporation Commission (§§ 29-3701 to -3707) |
Articles/operating-agreement event or agreement-set member threshold; default is majority in interest plus member(s) entitled to >50% of liquidation value. No-member period is 180 days unless timely cured (§ 29-3701; § 29-3102(12)) |
Termination waits until all known property/assets are applied and distributed. No tax-clearance, good-standing, annual-report, or final-return attachment appears in § 29-3702(H) or Form L031; LLCs file no annual reports (ACC instructions/FAQ) |
Existing member/manager structure continues; if no members, last member or legal representative may act, then transferees holding >50% of liquidation value may appoint. Discharge liabilities, close, preserve briefly, litigate, transfer, settle, and distribute (§§ 29-3407(E), 29-3702) |
Optional known-claim notice: ≥120 days to submit and 90 days to sue after rejection. After filing Notice of Winding Up, optional Commission filing + newspaper publication creates a 3-year bar measured from the later event; court-set security covers contingent/unknown/future claims (§§ 29-3704 to -3706) |
Creditors, including member-creditors, first; then unreturned contributions and residual distribution shares. Solvency limits apply; surviving claims can reach capped post-dissolution distributions, and improper-distribution actions have a 3-year limit (§§ 29-3405, -3406, 29-3705(D), 29-3707) |
Optional Notice of Winding Up may precede mandatory Articles of Termination after known assets are applied/distributed. Termination states LLC name and that certification; an authorized individual or entity signs under penalty of law (§§ 29-3206, 29-3702; Forms L035/L031) |
$35 termination; online, mail, or fax. Optional winding-up notice is $10; expedite adds $35. A custom record may specify a later effective time/date up to 90 days, though Form L031 has no delayed-date field (§§ 29-3207, -3213; ACC fee schedule/FAQ) |
Before termination takes effect, unanimous members—or all transferees if memberless—may rescind and withdraw/correct a winding-up notice. After termination, existence continues only for suits, omitted property, unpaid claims, and necessary wrap-up; voluntary termination cannot be reinstated (§§ 29-3702(I), -3703; ACC FAQ) |
| Arkansas verified 2026-07-28 | Arkansas Uniform Limited Liability Company Act, ordinary domestic LLC dissolution and winding up; filings go to the Secretary of State (Ark. Code §§ 4-38-701 to -707) |
Operating-agreement event or affirmative vote/consent of all members; also 90 consecutive memberless days unless the statutory admission cure occurs (§ 4-38-701(a)(1)-(3)) |
The current SOS page requires a $150 Final Franchise Tax Report with LL-04. It does not list a separate revenue-department clearance certificate; state returns and liabilities remain separate from the filing |
Existing member- or manager-management rules continue; wind-up actors discharge liabilities, close affairs, marshal/distribute assets, and may preserve the business briefly, litigate, transfer property, settle disputes, and do other necessary acts (§§ 4-38-407(e), 4-38-702) |
Known-claim notice is optional, with at least 120 days to respond and 90 days to sue after rejection. Optional newspaper publication creates a 3-year action deadline; court-set security is available for contingent, unknown, and future claims (§§ 4-38-704 to -706) |
Creditors, including member-creditors, come first; then unreturned contributions and residual distribution rights. Distributions must pass cash-flow and balance-sheet tests; knowing recipients face excess-distribution liability for 2 years (§§ 4-38-405 to -406, 4-38-707) |
The Act permits a Statement of Dissolution during winding up and a later Statement of Termination; an authorized company person signs, or the statutory wind-up person signs if no member remains. Current LL-04 asks for the LLC name, organization/amendment filing dates, reason, optional different effective date, and signer name/title (§§ 4-38-203, 4-38-702; LL-04) |
Current LL-04 fee is $45 online or $50 paper, plus the separately listed $150 final franchise report. A filed record is effective on filing or at a stated later time/date no more than 90 days later; the current public LLC page does not list a separate termination filing or fee (§ 4-38-207; SOS page) |
After dissolution the LLC continues only to wind up; claims may reach undistributed assets and capped post-dissolution distributions. Within 120 days, unanimous members may rescind before termination/court/administrative dissolution; an unripe filing may be withdrawn and an inaccurate or defective filing corrected (§§ 4-38-702 to -705, 4-38-208 to -209) |
| California verified 2026-07-28 | California Revised Uniform LLC Act, dissolution and winding-up Article 7; domestic ordinary LLC filings go to the Secretary of State (Cal. Corp. Code §§ 17707.01-.09) |
Written operating-agreement/articles event or vote of ≥50% of voting interests, unless those documents require more; unanimous vote supports the one-filing cancellation shortcut (§§ 17707.01(a)-(b), 17707.08(a)(3)) |
No advance FTB clearance certificate; cancellation must state that the final franchise-tax or annual return has been or will be filed. The 12-month shortcut uses the same return statement (§§ 17707.02(a)(4), 17707.08(b)(2)(B)) |
Nonwrongfully dissolving managers wind up; if none, members; if none, the organizer or organizer majority. After cancellation the LLC continues only for winding up, claims, obligations, property, and distributions (§§ 17707.04(a), 17707.06) |
Wind-up actors must mail written commencement notice to all known creditors and claimants at addresses in the LLC records; Article 7 states no universal publication or fixed response-period condition (§ 17707.04(a)) |
Pay or adequately provide for all known debts/liabilities, including member-creditors, before member distributions; then distribution liabilities, contribution returns, and residual shares. Improper distributee liability is limited to LLC assets received (§§ 17707.05, 17707.07) |
Managers file certificate of dissolution, then certificate of cancellation after winding up; unanimous vote may combine the route in cancellation. Qualifying no-business LLC may file short-form cancellation within 12 months (§§ 17707.02, 17707.08) |
Online only with Full Access effective July 1, 2026; no filing fee. Cancellation and the 12-month shortcut end powers, rights, and privileges upon filing (SOS instructions; §§ 17707.02(c), 17707.08(c)) |
Canceled LLC continues for winding up, suits, obligations, property, and omitted assets; members face distributed-asset exposure generally capped at 4 years after dissolution. Before cancellation, qualifying members may file a certificate of continuation (§§ 17707.06-.07, 17707.09) |
| Colorado verified 2026-07-28 | Colorado Limited Liability Company Act, C.R.S. Article 80, with general filing and dissolved-entity rules in Article 90; the Secretary of State files the Statement of Dissolution. Colorado dissolves—but does not separately cancel—an ordinary domestic LLC (§§ 7-80-801 to -803.5) |
Operating-agreement event or agreement of all members; default voluntary approval is unanimous. A memberless LLC dissolves on the earlier of day 91 without a new member or the effective date of a dissolution statement (§ 7-80-801) |
No advance tax-clearance certificate, final return, or good-standing attachment appears in § 7-80-802; the SOS expressly offers a $10 dissolution filing for delinquent entities. Applicable DOR tax accounts and final returns remain separate—sales-tax closure is due within 30 days after closing |
Manager winds up; if none, any member, and a last member's representative/assignee/transferee may act. Preserve briefly, litigate, settle, collect/transfer property, discharge or provide for obligations, and distribute; ordinary business stops except as appropriate to wind up (§§ 7-80-803, -803.3) |
No universal notice mandate. Optional direct notice may set an action deadline at least 2 years after delivery for noncontingent pre-dissolution claims. Optional one-time county publication bars claims unless suit starts by the later of 5 years after publication or 4 months after the claim arises (§§ 7-90-911 to -912) |
Discharge or make provision for liabilities before distributing remaining property. Default member allocation follows recorded contribution value; no distribution may leave nonmember liabilities above fair-value assets. A knowing recipient returns an improper distribution; ordinary statutory recovery limit is 3 years (§§ 7-80-504, -606, -803) |
Upon dissolution, file one online Statement of Dissolution stating the LLC name and principal-office address. It is an initial dissolved-status filing, not an after-wind-up cancellation. No signature is a filing condition; an individual causing delivery supplies name/address and makes the statutory perjury affirmations (§§ 7-80-802, 7-90-301 to -301.5) |
$10 as of 2026-07-28; electronic filing only from the entity record. The statement is effective when filed unless it states a delayed date/time up to 90 days; the LLC's existence continues after dissolution for winding up (§§ 7-90-304, 7-80-803; SOS fee schedule/form instructions) |
Existence continues without a fixed sunset for winding up, suits, assets, and claims. A delayed statement may be revoked before effectiveness by correction; after dissolution, Articles of Reinstatement are available (extra affidavit/photo-ID package after 2 years), with relation-back subject to reliance rights (§§ 7-90-305, -911 to -913, -1001 to -1005) |
| Connecticut verified 2026-07-28 | Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. ch. 613a, administered by the Secretary of the State; this row covers an ordinary domestic LLC's voluntary dissolution, mandatory certificate, winding up, claims, distributions, and reinstatement (§§ 34-243, 34-267 to 34-267f) |
Operating-agreement event or consent of a majority in interest of the members. That means more than 50% of member-owned transferable interests, with statutory distribution-value and unreturned-contribution fallbacks if the agreement does not reveal the percentage (§§ 34-243a(13), 34-267(a)(1)-(2)) |
No good-standing certificate, DRS clearance, tax-payment certificate, revenue consent, or final-return statement is required in or attached to the dissolution filing. Section 34-267a and the current form require the LLC name and dissolution statement; separate tax-account and final-return duties remain separate |
The existing management structure continues: members manage a member-managed LLC and managers decide for a manager-managed LLC; dissolution does not displace that rule. Wind-up powers include preserving the business briefly, suits, transfers, dispute resolution, discharging liabilities, closing affairs, marshaling/distributing assets, and other necessary acts (§§ 34-255f, 34-267a) |
Optional known-claim notice gives at least 120 days to submit and 90 days to sue after rejection; it excludes contingent and post-dissolution-event claims. Optional one-time county publication creates a 3-year suit bar for covered unnotified, unanswered, contingent, and future-event claims. Court-set security is available for unbarred contingent, unknown, and reasonably expected future claims (§§ 34-267c to 34-267e) |
Discharge creditors first, including member-creditors; then return unreturned contributions and distribute the balance by transferable interests, in money. Published-notice claimants may reach undistributed assets or capped post-dissolution distributions. Knowing recipients of an otherwise improper distribution face company liability, with a 2-year action limit (§§ 34-255d to 34-255e, 34-267d to 34-267f) |
Promptly after dissolution, file a Certificate of Dissolution stating the exact LLC name and that the LLC is dissolved. A company-authorized person signs; if the dissolved LLC has no member, the statutory wind-up person signs. The form also requests the signer's name, capacity/title, signature, date, and optional future effective date (§§ 34-247b, 34-267a(b)) |
$0 as of 2026-07-28. File online; paper BUS-035 may be submitted by digital mail, mail, or hand delivery. Effective on filing/acceptance unless a later time or date is stated, no more than 90 days after filing; a filed record may be withdrawn before it takes effect (§§ 34-247e to 34-247g; current SOS form and fee pages) |
After dissolution the LLC continues only for winding up; outsiders receive deemed notice 90 days after the certificate becomes effective. Before a delayed certificate takes effect it may be withdrawn. After a nonjudicial dissolution, majority-in-interest written consent can reinstate the LLC at any time; if a dissolution certificate was filed, file a reinstatement certificate with the required report, agent appointment, charges, and $120 reinstatement fee. Filed-record correction is also available (§§ 34-243b(d), 34-247g to 34-247h, 34-267a to 34-267b) |
| Delaware verified 2026-07-28 | Delaware Limited Liability Company Act, 6 Del. C. ch. 18; ordinary domestic LLC dissolution, winding up, and cancellation of the certificate of formation through the Secretary of State (§§ 18-203, 18-801 to -806) |
Agreement time/event controls. Unless the agreement provides otherwise, members owning >2/3 of all members' then-current profit interests approve dissolution; no ordinary short-form or no-business shortcut (§ 18-801(a)) |
Full $400 annual tax for the calendar year in which cancellation becomes effective is due before filing; SOS will not accept a filing while annual tax is unpaid. No separate tax-clearance certificate is named (§ 18-1107(b), (c), (k); form) |
Unless the agreement provides otherwise, a nonwrongful manager winds up; if none, the members or a person approved by members owning >50% of profit interests. They may litigate, settle/close, convey property, provide for liabilities, and distribute the remainder (§ 18-803) |
No universal direct-notice, publication, claim-submission, or claim-bar procedure. The LLC must instead provide for known contingent/conditional/unmatured claims, pending claims, and foreseeable claims likely within 10 years (§§ 18-803 to -805) |
Creditors, including member/manager creditors, first; then distribution liabilities; then contribution return and residual interests unless the agreement changes the latter tiers. Knowing improper recipients are liable, generally subject to a 3-year action period (§ 18-804) |
After dissolution and completed winding up, file one Certificate of Cancellation stating LLC name, formation date, uncanceled registered-series names, any delayed date/time, and optional information. One or more authorized persons sign; agent/attorney-in-fact allowed (§§ 18-203 to -204) |
$220 current state charge ($180 filing + $40 municipality fee; extra $50 per uncanceled registered series). Upload-service submission or mail; upload is not direct filing. Effective on filing or stated date/time ≤180 days later (§§ 18-206, 18-1105; fee schedule) |
Before cancellation, agreement/statutory approval may revoke dissolution. A premature cancellation may be corrected or nullified. After cancellation, Chancery may appoint trustees/receivers at any time for unfinished business (§§ 18-203(b), 18-211, 18-805 to -806) |
| District of Columbia verified 2026-07-28 | D.C. Business Organizations Act, D.C. Code tit. 29, ch. 8, subch. VII; ordinary domestic LLC dissolution, mandatory Statement of Dissolution, winding up, and optional Statement of Termination filed with the Mayor/DLCP (§§ 29-807.01 to -.07) |
Operating-agreement event or consent of all members; 90 consecutive memberless days is separately curable through majority distribution-right transferee consent and admission of a member (§ 29-807.01) |
DLC-8 lists no good-standing, current-report, final-return, tax-payment, revenue-consent, or tax-clearance attachment. It expressly says dissolution does not affect licensing or tax obligations, which remain the organization's responsibility (DLC-8) |
Existing management rules apply; if memberless, the last member's legal representative or a majority-distribution-rights appointee acts. The LLC must discharge liabilities, close, marshal/distribute, and file dissolution; it may preserve operations briefly, litigate, transfer, settle disputes, and file termination (§ 29-807.02) |
Both routes are optional: known-claim notice gives ≥120 days to respond and 90 days to sue after rejection; one District-wide publication creates a 3-year action period for unnotified, unacted-on, contingent, and later-event claims (§§ 29-807.03 to -.04) |
Pay creditors first, including member-creditors; then return unreturned contributions and divide residual equally, in money. Published LLC may seek court-set security for contingent, unknown, and reasonably expected later claims; improper-distribution actions have a 2-year limit (§§ 29-804.05 to -.06, 29-807.05, -.07) |
Mandatory Statement of Dissolution states name/dissolved status; DLC-8 also asks initial-certificate date and effective date. Statute later permits Statement of Termination stating name/terminated status. Authorized person or agent signs; DLC-8 asks a governor or authorized person (§§ 29-102.01, 29-807.02; DLC-8) |
Statement of Dissolution: $220; public schedule does not separately price Statement of Termination. File DLC-8 through CorpOnline or by mail; online card payment. Filing-effective by default or delayed ≤90 days; optional expedited charges are $50/$100 (§ 29-102.03; DLCP pages/form) |
The dissolved LLC continues only to wind up; claims may reach remaining/distributed assets. Before termination, all members may rescind via withdrawal before dissolution takes effect or correction after; current DLC-9 says its form is limited to 120 days, though § 29-807.06 states the cutoff as effective termination (§§ 29-807.02, -.04, -.06; DLC-9) |
| Florida verified 2026-07-28 | Florida Revised LLC Act; ordinary domestic LLC dissolution, winding up, claims, and Department of State filings (Fla. Stat. §§ 605.0701-.0717) |
Operating-agreement event, consent of all members, or 90 consecutive days without a member unless the statutory admission cure occurs (§ 605.0701(1)-(3)) |
No advance DOR clearance or good-standing certificate appears in § 605.0707 or Form CR2E048. Tax-account cancellation and final returns are separate DOR steps, not attachments to the articles |
Company continues only to wind up; it must settle affairs and liabilities and may preserve property briefly, litigate, transfer or dispose of property, settle disputes, and complete necessary acts. Existing managers, or members if none, act as trustees (§ 605.0709) |
Elective safe harbors: choosing § 605.0711 requires written notice to known claimants with ≥120 days to confirm; optional DOS notice or newspaper publication addresses unknown/future claims with a 4-year action bar (§§ 605.0711-.0712) |
Creditors, including member-creditors, first; then unreturned contributions; then members/dissociated members by pre-dissolution distribution shares. Without the safe harbor, pay or reasonably provide for all known, contingent, conditional, and unmatured claims (§§ 605.0710-.0711) |
Mandatory articles of dissolution state name, delayed date if any, dissolution event, and no-member wind-up appointee details; authorized person signs. After winding up, the LLC may file a separate authorized-representative statement of termination (§§ 605.0203, 605.0707, 605.0709(7)) |
$25 articles filing; online credit/debit/prepaid account or signed paper by mail. Effective on DOS acceptance unless a time/date is stated, capped at 90 days; optional later statement of termination is also $25 (§§ 605.0207, 605.0213; DOS forms) |
Dissolution preserves title, suits, registered-agent authority, and winding-up existence. Revocation uses the same authorization, must be filed within 120 days and before an effective statement of termination; distributee liability is capped at assets received (§§ 605.0708, 605.0711-.0712, 605.0717) |
| Georgia verified 2026-07-28 | Georgia LLC Act, O.C.G.A. Art. 6; ordinary domestic LLC dissolution, optional commencement statement, claims, and certificate of termination (§§ 14-11-602, -604 to -611) |
For LLCs formed ≥7/1/1999: articles/written-agreement time or event, or all-member approval unless those documents provide otherwise; also 90 days after last-member dissociation unless otherwise provided (§ 14-11-602(b)) |
Annual registrations and fees must be current before commencement/termination; Jan. 1-Apr. 1 filings generally owe that year's registration, with a same-year-formation exception. No tax-clearance attachment on CD 415 (Ga. Comp. R. & Regs. 590-7-23-.01; form) |
Pre-dissolution managers/members wind up unless articles/written agreement says otherwise; if none, majority-distribution beneficiaries designate. Authority continues only for winding up/completing unfinished transactions (§ 14-11-604) |
After optional commencement filing, known-claim notice allows ≥6 months and rejected claimant has 1 year to sue. Optional $40 publication twice creates 2-year general bar; contingent/future claims use later of 2 years after termination or 5 years after second publication (§§ 14-11-607-.609) |
Discharge, provide for, or use statutory claim procedures for liabilities before agreement-governed member distributions. Unresolved claims reach undistributed assets and distributees up to assets received (§ 14-11-605) |
Optional commencement statement records name and wind-up start. Certificate of Termination states name, debts/liabilities paid, barred, or adequately provided for, and no pending actions or adequate judgment provision; authorized listed capacity signs (§§ 14-11-606, -610; CD 415) |
Certificate of Termination: no fee online; $10 paper service charge. Effective on filing or stated date/time no more than 90 days later (Form CD 415). Publication adds $40 statutory newspaper cost (§ 14-11-609) |
Before termination, agreement/articles amendment or unanimous continuation can undo qualifying dissolution retroactively. After termination, wind-up actor may execute needed deeds; published contingent/future claims retain statutory 2-/5-year window (§§ 14-11-602(c), -608(d), -611) |
| Hawaii verified 2026-07-28 | Hawaii Uniform Limited Liability Company Act, HRS ch. 428, ordinary domestic LLC dissolution, winding up, and termination; Articles of Termination go to DCCA's Business Registration Division (§§ 428-801 to -808) |
Operating-agreement event or its stated number/percentage of members; absent a different agreement threshold, all members consent (§§ 428-801(1)-(2), 428-404(c)(9)) |
No termination-specific good-standing, tax-clearance, or final-return certification or attachment appears in § 428-805 or current Form LLC-11. The filing instead certifies debts/provisions, asset distributions, pending-suit treatment, and completed winding up |
A member who did not wrongfully dissociate may wind up; the last surviving member's legal representative may act. Powers include temporary preservation, litigation, closure, transfers, liability discharge, distributions, settlements, and publication (§ 428-803) |
Known-claim procedure is optional; if used, written notice gives ≥120 days, then 90 days to sue after rejection. Optional statewide publication runs once in each of 4 successive weeks and creates a 2-year action bar measured from the later of final publication or termination filing (§§ 428-807 to -808) |
Before termination, pay/discharge or adequately provide for all debts, liabilities, and obligations, address pending judgments, and distribute remaining property. Pay creditors including member-creditors, return unreturned contributions, then divide the remainder equally; solvency tests and 2-year unlawful-distribution liability apply (§§ 428-805 to -806, 428-406 to -407) |
One terminal filing after dissolution and winding up: Form LLC-11 Articles of Termination states publication dates or none, debt provision, completed distributions, pending-suit provision, and completed winding up. A manager signs for a manager-managed LLC; a member for a member-managed LLC; attorney-in-fact allowed (§§ 428-805, 428-205; Form LLC-11) |
$25 base fee; DCCA's fee schedule separately notes a $1 State Archives fee for permanent records and a $25 optional expedite fee. File LLC-11 online through Hawaii Business Express or by email, mail, fax, or service window. Existence ends on filing or a stated later time/date no more than 30 days later (§§ 428-805, 428-1301; DCCA pages/form) |
The LLC continues after dissolution only to wind up; before winding up finishes, unanimous members may resume as if dissolution never occurred. Unbarred claims may reach undistributed or distributed assets; articles of correction can fix an erroneous filing. The 2-year reinstatement route applies only to administrative termination (§§ 428-802, -808, 428-207, -811) |
| Idaho verified 2026-07-28 | Idaho Uniform Limited Liability Company Act, ordinary domestic LLC dissolution, winding up, and termination; filings go to the Secretary of State (Idaho Code §§ 30-25-101, 30-25-701 to -707) |
Operating-agreement event or affirmative vote/consent of all members; also 90 memberless days unless the statutory cure occurs. Dissolution starts winding up before any terminal filing (§ 30-25-701(a)) |
The two statements require LLC name/status plus general filing formalities; no good-standing, final-return, tax-payment, or Tax Commission clearance attachment is listed. Tax permits/accounts are closed separately (§§ 30-25-702, 30-21-201; Tax Commission page) |
Member/manager governance continues; if memberless, the last member's representative or a majority-distribution-rights appointee acts. Wind-up powers cover liabilities, closure, assets, temporary preservation, litigation, transfers, settlements, and distributions (§§ 30-25-407(e), 30-25-702) |
Both routes are optional. Known notice gives at least 120 days, then 90 days to sue after rejection; one newspaper publication creates a 3-year action bar. Court-set security can cover contingent, unknown, and later-event claims (§§ 30-25-704 to -706) |
Pay creditors, including member-creditors; then return unreturned contributions and distribute the balance by pre-dissolution rights. Solvency limits apply; knowing improper recipients and responsible decision-makers face 2-year recovery (§§ 30-25-405 to -406, 30-25-707) |
Optional Statement of Dissolution during winding up; after winding up, Statement of Termination states LLC name and terminated status. An authorized signer states name/capacity under perjury; the paper dissolution form accepts a manager, member, or authorized person (§§ 30-25-702, 30-21-201, -209) |
No base fee for either LLC dissolution statement or statement of termination; paper filings can add a $20 manual-entry surcharge. SOSBiz handles most filings; paper may be mailed/hand-delivered. Immediate effect or delayed date/time up to 90 days (§§ 30-21-203, -214; SOS pages) |
The dissolved LLC continues only to wind up; unbarred claims may reach undistributed or distributed assets. Before termination, all members may rescind, using withdrawal before effectiveness or rescission afterward. Correction fixes inaccurate, defectively signed, or defective electronic records (§§ 30-25-702 to -705, 30-21-204 to -205) |
| Illinois verified 2026-07-28 | Illinois Limited Liability Company Act, Article 35; ordinary domestic LLC dissolution, winding up, and Secretary of State termination (§§ 35-1 to 35-22) |
Express operating-agreement event or consent of all members; also 180 consecutive days with no member, subject to the statutory continuation route (§§ 35-1(a)(1)-(3), 35-3(c)) |
No advance IDOR clearance attachment in § 35-15 or Form LLC-35.15. Online termination requires good standing; tax liabilities and final-return boxes remain separate IDOR closing tasks (SOS/IDOR guidance) |
Non-wrongfully dissociated member may wind up; no-member representative or transferee-majority appointee may act. Preserve business/property briefly, litigate, transfer property, settle disputes, discharge liabilities, and distribute (§ 35-4) |
Current Article 35 states no general direct-notice, publication, claim-submission, or claim-bar safe harbor; former § 35-5 is repealed. Creditors are protected through mandatory discharge and distribution priority (§§ 35-4(c), 35-5, 35-10) |
Discharge debts, obligations, and liabilities; assets first to creditors including member-creditors, then return unreturned contributions, then divide the remainder equally (§§ 35-4(c), 35-10) |
After winding up, file Statement of Termination in duplicate stating name, process-mailing address, and termination. Company-authorized person signs; if no members, the § 35-4 wind-up person signs (§§ 5-45, 35-15) |
$5; paper Form LLC-35.15 in duplicate or online for an eligible good-standing LLC, with an online processor fee. Current law terminates existence upon filing (§§ 35-20, 50-10; SOS form/instructions) |
Termination preserves suits, proceedings, omitted-property conveyance, and other appropriate action. Eligible LLC may authorize revocation within 90 days by member/manager majority; filing relates back (§§ 35-20, 35-22) |
| Indiana verified 2026-07-28 | Indiana Business Flexibility Act, IC 23-18, plus Uniform Business Organizations Code filing rules, IC 23-0.5; ordinary domestic LLCs use dissolution, winding up, and one Articles of Dissolution filing (§§ 23-18-9-3, -7) |
Written articles/OA event; post-June 2013 default unanimous consent unless written OA lowers it; July 1999-June 2013 default two-thirds in interest per class; pre-July 1999 default all members unless written OA changes it (§§ 23-18-9-1, -1.1) |
No SOS good-standing or advance tax-clearance attachment stated. Current form instead directs separate DOR and DWD notices; DOR requires IT-966 and tax-account closure after SOS approval, while DWD notice is due within 30 days of the plan (§ 22-4-32-23; Form 49465/DOR FAQ) |
Members or managers with management authority wind up unless written OA says otherwise; ordinary business stops except collecting assets, disposing property, paying/providing for liabilities, distributing remainder, and other necessary acts (§§ 23-18-9-3 to -4) |
Optional safe harbors: written known-claim notice gives at least 60 days to dispute and 90 days to sue after rejection; one newspaper publication creates a two-year bar for unnotified, unacted-on, contingent, and post-dissolution-event claims (§§ 23-18-9-8 to -9) |
Creditors first by payment or adequate reserves; then member distribution liabilities and members by returned contribution unless written OA changes later tiers. Insolvency/balance-sheet limits apply; knowing recipients and approving members/managers face two-year unlawful-distribution exposure (§§ 23-18-9-6; 23-18-5-6 to -7) |
One optional post-dissolution Articles of Dissolution filing states name, organization filing date, principal office, dissolution date, and optional information. An authorized person/agent signs, states name and capacity, and verifies the current form under penalties of perjury (§§ 23-18-9-7; 23-0.5-2-1, -9; Form 49465) |
$20 electronic or $30 nonelectronic; file online through INBiz or submit the paper form by mail/hand. Filing is effective when accepted unless a permitted later time applies; Form 49465 has no delayed-date field and filing constitutes notice of the already-authorized dissolution (§§ 23-0.5-2-3; 23-0.5-9-22; 23-18-9-5) |
Dissolution preserves LLC title, registered agent, new/pending suits, and winding-up authority. Revoke within 120 days using the original approval method and Articles of Revocation; a premature filing may be withdrawn before effect or corrected, but no separate voluntary reinstatement route is stated (§§ 23-18-9-3, -7.5; 23-0.5-2-4 to -5) |
| Iowa verified 2026-07-28 | Iowa Uniform Limited Liability Company Act, domestic ordinary LLC dissolution and winding up; filings go to the Secretary of State (Iowa Code §§ 489.701-.707) |
Operating-agreement event or affirmative vote/consent of all members; also 90 consecutive memberless days unless the statutory admission cure occurs (§ 489.701(1)(a)-(c)) |
No termination-specific tax-clearance certificate is listed; each statement states only the LLC name and dissolved/terminated status. State tax accounts and returns are handled separately (§ 489.702(2)(b)(1), (6); IDR cancellation form) |
Existing member- or manager-management rules continue; wind-up actors discharge liabilities, close affairs, marshal/distribute assets, and may preserve the business briefly, litigate, transfer property, and settle disputes (§§ 489.407(5), 489.702) |
Optional known-claim notice: ≥120 days to respond, then 90 days to sue after rejection. Optional newspaper or 30-day website publication creates a 3-year action deadline; court-set security is available for contingent/future claims (§§ 489.704-.706) |
Creditors, including member-creditors, first; then unreturned contributions and distribution shares. No distribution may leave debts unpaid or assets below liabilities; knowing recipients face excess-distribution liability for 2 years (§§ 489.405-.406, 489.707) |
May file a Statement of Dissolution during winding up and a Statement of Termination stating the LLC name and status; an authorized person signs, or the statutory wind-up person signs if no member remains (§§ 489.702(2), 489.203) |
$5 for each dissolution and termination statement; both are available through Fast Track Filing. Effective on filing or a stated later time/date up to 90 days (§§ 489.122(1)(o), (y), 489.207; SOS forms/fees page) |
After dissolution the LLC continues only for winding up and covered claims may reach undistributed assets or distributees. Before termination takes effect, unanimous members may rescind; an unripe filing may be withdrawn and an inaccurate filing corrected (§§ 489.702-.705, 489.208-.209) |
| Kansas verified 2026-07-28 | Kansas Revised Limited Liability Company Act, ordinary domestic LLC dissolution, winding up, and cancellation; the Secretary of State cancels the articles (K.S.A. §§ 17-7673, 17-7675, 17-76,116 to -119) |
Agreement time/event; otherwise post-June-2019 LLCs use ≥2/3 of current profit interests. Legacy LLCs effective by June 30, 2019 use >2/3 overall and per class/group; agreement may change either default (§ 17-76,116) |
SOS requires good standing; delinquent LLC files its information report and forfeited LLC reinstates first. No revenue-department clearance attachment is listed; other agency closing documents remain separate (SOS closing page/KC) |
Non-wrongful manager, otherwise members or a >50%-profit-interest approved person; legacy LLCs apply the threshold per class/group. Actors litigate, settle/close, convey property, provide for liabilities, and distribute remainder (§ 17-76,118) |
The voluntary-dissolution sections state no direct-notice or publication safe harbor, response period, or claim-bar filing. Instead the LLC must reserve for known, pending, and reasonably foreseeable claims likely within 10 years (§§ 17-76,116 to -119) |
Creditors including member/manager creditors first; then agreement-controlled distribution liabilities, contribution returns, and residual interests. Known contingent/unmatured, pending, and likely 10-year claims require provision; knowing recipients face 3-year recovery (§ 17-76,119) |
After dissolution and completed winding up, file KC Certificate of Cancellation stating name, reason, uncanceled series if any, optional later effect, and optional information; one or more authorized persons sign under perjury (§§ 17-7675, 17-7908 to -7909) |
$30 online or $35 paper for an ordinary LLC; KC can be filed online or mailed. Effective on filing or a future date/time up to 90 days; separate legal existence ends when the articles are canceled (§§ 17-7673, 17-7911; KC rev. 1/23/26) |
LLC exists through winding up until cancellation; a future-effective filing may be terminated/amended before effect, and premature cancellation may be corrected. The core provisions state no separate general post-effective voluntary-dissolution rescission filing (§§ 17-7675, 17-7911 to -7912) |
| Kentucky verified 2026-07-28 | Kentucky Limited Liability Company Act, KRS ch. 275, especially §§ 275.285 and 275.300 to 275.325, with KRS ch. 14A filing rules; ordinary domestic LLC voluntary dissolution, winding up, claims, distributions, and Articles of Dissolution filed with Secretary of State |
Articles/operating-agreement event, term expiration, or written consent of all members; the operating agreement may change the unanimous-consent default (§ 275.285) |
No Department of Revenue clearance, final return, unemployment letter, or good-standing certificate is attached to Form LLD. Dissolution does not alter federal/state return, payment, assessment, or collection obligations; SOS recommends contacting tax and unemployment agencies separately (§ 275.300(4)(d); SOS dissolution page) |
Unless the written operating agreement provides otherwise, the members/managers who had management authority before dissolution wind up; Circuit Court intervention is available for wrongful conduct or cause. Collect/dispose assets, provide for liabilities, distribute, litigate, and take other necessary acts (§ 275.300) |
Optional known-claim notice: at least 120 days after the later of notice or required articles filing, with 90 days to sue after rejection; excludes contingent/later-event claims. Optional one-time county publication creates a 2-year enforcement bar for ordinary LLC claims and caps distributee liability (§§ 275.320-.325) |
Creditors first, including member-creditors where lawful; then unpaid distribution liabilities, return of contributions, and pre-dissolution distribution proportions, unless the written operating agreement changes the latter priorities (§ 275.310) |
After voluntary dissolution under § 275.285(2), (3), or (4), file Articles of Dissolution stating name, statutory subsection/event, date-certain dissolution date, and optional information. Current Form LLD uses an authorized-representative signature under penalty of perjury (§ 275.315; Form LLD) |
$40 as of 2026-07-28; submit one copy by mail or in person under Form LLD instructions. The dissolution-event date must already have occurred and cannot be future; the filing itself may state a delayed effective date up to 90 days (§ 275.315; Form LLD/KRS 14A.2-070 instructions) |
The LLC continues existence solely for winding up, suits, liabilities, and distributions. Chapter 275 states no general voluntary revocation/reinstatement procedure; administrative reinstatement is a different regime. Claims reach undistributed assets and capped liquidation distributions (§§ 275.300, 275.325) |
| Louisiana verified 2026-07-28 | Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq., especially §§ 12:1318 and 12:1334 to 12:1339; ordinary domestic LLC voluntary dissolution, out-of-court winding up, publication, claims, distributions, Articles of Dissolution, and the narrow affidavit shortcut |
Written articles/operating-agreement event or member consent under § 12:1318. Unless the articles or written operating agreement provide otherwise, majority vote of members approves dissolution and winding up (§§ 12:1318(B)(1), 12:1334) |
Ordinary Articles under § 12:1339 do not require a tax-clearance certificate, final return, good-standing certificate, or Department of Revenue consent. The affidavit shortcut instead requires factual eligibility: no longer doing business, no debts, and no immovable property (§ 12:1335.1) |
Members wind up by default unless the articles/written operating agreement say otherwise. One or more liquidators may be appointed, but appointment becomes operative only after the statutory parish publication/publisher affidavit is filed and Articles of Dissolution are filed; a court may wind up on application (§ 12:1336) |
Ordinary articles require one publication of authorization to liquidate out of court, with publisher affidavit filed (§§ 12:1336, 12:1339). A separate optional claim-bar process adds registered/certified notice to known creditors/claimants/unfulfilled-contract parties plus weekly publication for two weeks and at least 6 months to present claims; suit claims generally perempt after 3 years (§ 12:1338) |
Pay or adequately provide for all debts, liabilities, liquidation expenses, and known contingent liabilities first. Then, unless governing documents change the order, satisfy distribution liabilities, return capital contributions, and distribute by membership interests/distribution proportions; liquidator/member dismissal waits until provided-for contingencies are settled (§ 12:1337) |
At dissolution and commencement of winding up, file Articles of Dissolution stating name, organization/amendment filing dates, reason, any delayed effective date, and optional information. Manager-managed LLC: one or more managers sign; member-managed: one or more members sign; one signer acknowledges (§ 12:1339). Part VII has no separate after-wind-up cancellation certificate |
$100 for an LLC dissolution or Form #368 affidavit as of 2026-07-28; geauxBIZ online filing is mandatory in listed parishes for available documents and otherwise online/paper submission follows SOS instructions. Ordinary articles take effect on filing unless they state a date certain (§ 12:1339; SOS forms/fee schedule) |
Louisiana Part VII supplies liquidation and claim-peremption rules but no general voluntary revocation/reinstatement procedure for an ordinary dissolved LLC. An affidavit-dissolved LLC may be reinstated only by court order, and members/organizer remain personally liable pro rata for later debts or claims (§§ 12:1335.1, 12:1338) |
| Maine verified 2026-07-28 | Maine Limited Liability Company Act, 31 M.R.S. ch. 21, ordinary domestic LLC dissolution, winding up, and cancellation; terminal filing goes to the Secretary of State (§§ 1595 to 1604, 1533) |
Agreement-specified dissolution event/circumstance or consent of all members; the Act also has no-member and judicial events (§ 1595) |
No termination-specific tax-clearance, good-standing, or final-return certificate appears in § 1533 or current Form MLLC-11C. The filing follows completed winding up and states formation date, dissolution/date, and effectiveness |
Remaining members wind up; if none, all holders of the last member's transferred interest appoint a person. Powers include collecting assets, disposing of property, providing for liabilities, distributing the remainder, litigation, and other necessary acts (§§ 1596 to 1598) |
Known-claim notice is optional: allow ≥120 days, then 90 days to sue after rejection. Optional one-time county/Kennebec County publication creates a 3-year action bar and permits a court-set security procedure for contingent, unknown, and later-event claims (§§ 1599 to 1600) |
Pay or adequately provide for creditors including member-creditors; return unreturned contributions, then distribute by pre-dissolution distribution shares. Unbarred claims may reach undistributed assets or member/transferee recipients up to the lesser proportionate claim/received assets, capped at assets received; court-ordered security protects recipients (§§ 1600 to 1601) |
After dissolution and completed winding up/liquidation, file Form MLLC-11C Certificate of Cancellation stating name, original formation date, dissolution/date, and effectiveness. Authorized person signs; if no members, the wind-up person signs; agent/attorney-in-fact allowed (§§ 1533, 1676; Form MLLC-11C) |
$75 filing fee; mail the signed form with payment to the Corporations Division. Optional 24-hour service adds $50 and same-day service $100. Filing is effective immediately or at a date/time certain no later than day 90; the formation certificate is then cancelled (§§ 1533, 1674, 1680; Form/page) |
Until cancellation, the dissolved LLC exists only to wind up and may sue/be sued; cancellation does not alter member-liability protection. Unbarred claims continue against assets/recipients. The Secretary may grant a paid, purpose- and time-limited revival after cancellation (§§ 1596, 1600, 1604, 1533(4), 1544) |
| Maryland verified 2026-07-28 | Maryland LLC Act, Corps. & Ass’ns Title 4A; dissolution changes the member relationship, cancellation terminates the ordinary domestic LLC, and SDAT records the filings (§§ 4A-901, 4A-908 to -910) |
Articles/OA event or time specified by unanimous member consent; dissolution starts winding up but does not itself terminate the LLC (§§ 4A-901 to -902) |
No advance Comptroller clearance or LLC good-standing certificate is required by the cancellation statute or form; tax-account final returns/closures are separate agency steps (Form; Maryland Business Express checklist) |
Unless otherwise agreed, remaining members wind up; if none, the last member’s personal representative, guardian, or successor. Members may complete unfinished transactions and other appropriate winding-up acts (§§ 4A-904 to -905) |
Mandatory registered-mail, return-receipt termination notice to every known creditor; wait at least 19 days before cancellation. No publication or special claim-submission/bar period is stated (§§ 4A-909(5), 4A-910) |
Creditors, including member-creditors, first; then members by adjusted capital-contribution values unless otherwise agreed. The Act states no separate contingent-claim reserve formula; creditors may enforce return of an unlawful distribution (§§ 4A-906, 4A-502(b)) |
Optional Articles of Dissolution may precede required Articles of Cancellation. Cancellation lists the office, one-year resident agent, wind-up members, effective date, and creditor notice/no-creditor statement; authorized adult plus resident agent sign (§§ 4A-206, 4A-907, 4A-909; form) |
$0 standard processing; $50 expedited. File online through Maryland Business Express or by mail/drop box; termination occurs on the later of SDAT acceptance or a stated date no more than 30 days after filing (§§ 1-203(b)(14), 4A-908 to -909; form) |
Before termination, unanimous members may file Articles of Continuation after optional dissolution articles. After cancellation, the LLC still exists to pay debts, collect/distribute assets, and finish liquidation; no voluntary-cancellation reinstatement route is stated (§§ 4A-907(b), 4A-908(b)) |
| Massachusetts verified 2026-07-28 | Massachusetts Limited Liability Company Act, G.L. c. 156C; ordinary domestic LLC dissolution, winding up, distribution, and Certificate of Cancellation filed with Secretary of Commonwealth (§§ 14, 43, 45-46) |
Time/event stated in operating agreement or written consent of all members; special pre-1997 member-departure rule may apply unless written agreement provides otherwise (§ 43) |
Cancellation follows dissolution and completed winding up. Neither § 14 nor current Secretary cancellation instructions list tax clearance, good standing, final return, or revenue consent among domestic LLC filing requirements |
Non-wrongful manager winds up by default; if none, members or their approved person under agreement/default voting rules. Litigate, close gradually, convey property, discharge or provide for liabilities, and distribute (§§ 21, 45) |
No special direct-notice, publication, response deadline, or shortened claim bar appears in Chapter 156C's dissolution provisions. LLC must address known claims and may continue after cancellation for winding-up suits (§§ 45-46) |
Creditors, including member/manager creditors, first; then member-distribution liabilities, contribution return, and residual shares. Pay or reasonably provide for all known contingent, conditional, unmatured, and unidentified-holder obligations (§ 46) |
After completed winding up, file Certificate of Cancellation stating FEIN, LLC name, original filing date, reason, delayed date if any, and optional information. Manager, certificate-named authorized person, or court fiduciary signs under penalty of perjury (§§ 14-15; Secretary guidance) |
$100; online, paper, or fax. Electronic/fax filing at the $100 subtotal carries a $10 expedite charge. Cancellation is effective on filing or a stated date certain; no maximum delay appears in § 14 (§§ 14, 17; Secretary fee page) |
Separate legal existence continues until cancellation; even afterward, LLC continues only for necessary winding up and asset distribution. Chapter 156C provides no ordinary voluntary-cancellation rescission or reinstatement route; administrative reinstatement is separate (§§ 12, 45) |
| Michigan verified 2026-07-28 | Michigan Limited Liability Company Act, especially Article 8; LARA Corporations Division administers the domestic-LLC Certificate of Dissolution (MCL 450.4801-.4808) |
Articles duration; articles/operating-agreement event or specified member vote; otherwise unanimous vote of members entitled to vote. Qualifying no-business LLC: majority organizer vote (§ 450.4801(a)-(c), (e)) |
Restore good standing before filing if currently not in good standing. Standard Form 731 requires a Treasury tax-clearance request within 60 days after filing; no-business Form 730 requires no clearance. Returns and taxes precede asset distribution (§ 450.4808(2); LARA instructions) |
Nonwrongfully dissolving members or managers wind up unless the governing documents provide otherwise; court may wind up for good cause. They continue functioning for winding up, and the LLC may sue or be sued (§ 450.4805) |
Optional direct notice: at least 6 months to submit an existing claim and 90 days to sue after rejection. Optional one-time newspaper notice: generally 1-year suit bar; known existing claimant omitted from direct notice gets 6 months after actual notice (§§ 450.4806-.4807) |
File returns and pay taxes; then creditors first, with reasonable provision for unliquidated surviving obligations; then member distribution liabilities and residual shares. Knowing unlawful distributions carry 2-year recovery exposure (§§ 450.4808, 450.4307-.4308) |
File Certificate of Dissolution Form 731 when winding up begins after an agreement event or unanimous vote; qualifying no-business LLC uses Form 730. Manager, at least one member, or authorized agent signs; Article 8 has no later ordinary cancellation filing (§§ 450.4103, 450.4804) |
$10; online, mail, or in person. Effective when filed unless the certificate states a later date no more than 90 days after receipt; expedite fees are additional (§ 450.4104; Forms 730/731) |
Dissolved LLC may sue and be sued, and pending actions do not abate. Article 8 supplies no separate ordinary revocation or post-wind-up cancellation filing; distribution-liability proceedings are barred after 2 years (§§ 450.4805(3), 450.4308(5)) |
| Minnesota verified 2026-07-28 | Minnesota Revised Uniform Limited Liability Company Act, Minn. Stat. ch. 322C; Secretary of State handles an optional Statement of Dissolution and the terminal Statement of Termination for an ordinary domestic LLC (§§ 322C.0701-.0707) |
Operating-agreement event, consent of all members, or 90 consecutive memberless days; default voluntary approval is unanimous. Dissolution itself triggers mandatory winding up (§ 322C.0701) |
Neither § 322C.0702 nor the current termination form requires good standing, final state returns, tax payment proof, Revenue consent, or a clearance certificate. Minnesota tax-account closure and outstanding returns are separate Department of Revenue tasks |
Existing member/manager/board management rules continue after dissolution; preserve briefly, litigate, transfer property, settle, discharge liabilities, marshal/distribute assets, and perform necessary acts. If memberless, last member's legal representative acts or majority distribution-right transferees appoint (§§ 322C.0407, .0702) |
Optional known-claim notice gives at least 120 days to submit and 90 days to sue after rejection; it excludes contingent/post-dissolution claims. Optional one-time county publication bars unnotified, unacted-on, contingent, and future-event claims unless suit starts within 5 years (§§ 322C.0703-.0704) |
Creditors, including member-creditors, first; then return unreturned contributions, then equal shares among members/dissociated members. All liquidation distributions are money. Solvency restrictions apply; knowing recipient/decision-maker liability has a 2-year action limit (§§ 322C.0405-.0406, .0707) |
Optional Statement of Dissolution (name + dissolved) may precede mandatory terminal Statement of Termination (name + terminated). Authorized company person/agent signs; if memberless, the statutory wind-up person signs (§§ 322C.0203, .0702; SOS forms) |
Each statement is $35 by mail or $55 online/in person as of 2026-07-28. Filing is effective on acceptance unless it states a time or delayed date, capped at 90 days; a date without time is effective 11:59 p.m. (§ 322C.0205; SOS fee schedule) |
Dissolved LLC continues only to wind up; surviving claims reach undistributed assets and capped post-dissolution distributions for up to the claims periods. Chapter 322C states no express voluntary rescission or post-termination reinstatement route; § 322C.0706 reinstatement is limited to administrative termination/revoked authority |
| Mississippi verified 2026-07-28 | Revised Mississippi Limited Liability Company Act, ordinary domestic LLC nonjudicial dissolution; the Secretary of State files the Certificate of Dissolution (Miss. Code §§ 79-29-205, 79-29-801 to -831) |
Certificate-specified time/event, certificate or written-operating-agreement event, or all-member consent by default; the certificate or operating agreement may authorize a lesser number. A memberless trigger has statutory continuation exceptions (§ 79-29-801) |
The dissolution certificate states name, effective date, and optional information; no tax-clearance attachment is listed. SOS closing guidance separately directs a DOR final return and current taxes, without making them certificate prerequisites (§ 79-29-205; SOS guide) |
A non-wrongful manager, otherwise members or a >50%-profit-interest approved person (each class if applicable), winds up; actors settle business, litigate, dispose/convey property, discharge or provide for liabilities, and distribute remainder (§ 79-29-809) |
Optional known-claim process: written notice, at least 120 days to submit, then 90 days to sue after rejection. Optional one-time newspaper publication plus the dissolution filing creates a 3-year bar for covered unknown, unacted-on, contingent, and later-event claims (§§ 79-29-817 to -819) |
Creditors including member/manager creditors first, then member-distribution liabilities, contribution returns, and residual interests. Pay/provide for known contingent, conditional, unmatured, pending, and likely 3-year claims; knowing recipients face 2-year recovery (§ 79-29-813) |
Mandatory Certificate of Dissolution upon commencement of winding up; it states LLC name, filing or delayed effective date, and optional additional information. One or more authorized persons sign and state name, capacity, and street/mailing address (§§ 79-29-205, -207) |
$50; file through the SOS online system, with online payment or an online-completed form mailed with a check. Effective on filing or a date certain no later than day 90; filing dissolves the certificate of formation (§§ 79-29-205, -211, -1203; SOS FAQ/fee schedule) |
The LLC continues legal existence only to wind up and notify claimants. Within 120 days, the statutory approval and Certificate of Revocation can relate back; correction is available within 1 year, then amendment (§§ 79-29-213, -829, -831) |
| Missouri verified 2026-07-28 | Missouri LLC Act, ch. 347, administered by Secretary of State; dissolution starts winding up, and Articles of Termination later cancel the articles and end separate existence (§§ 347.137, .139, .045) |
Articles/OA event or written consent of all members; after a member withdrawal, a majority by number of remaining members may elect dissolution within 90 days unless OA says otherwise (§ 347.137) |
No good-standing, current-report, final-return, or tax-clearance attachment appears in the LLC termination statute or current LLC-5 form; unlike current corporate termination forms, LLC-5 requests no DOR clearance (§ 347.045; LLC-5/forms page) |
Non-wrongfully dissolving members wind up a member-managed LLC; in a manager-managed LLC they authorize managers. Stop ordinary business; collect assets, discharge/provide for debts, dispose property, finish transactions, and distribute remainder (§§ 347.139, .147, .067) |
Optional written known-claim process: ≥90 days to submit, 120 days to sue after rejection. Three-year unknown/contingent/future bar requires filed notice plus one publication each in county newspaper, statewide legal publication, and Missouri Register (§ 347.141) |
Pay/provide adequately for creditors first, including member-creditors; then distribution liabilities and member shares unless OA changes later tiers. Insolvency/balance-sheet test; wrongful-distribution liability lasts 3 years (§§ 347.139, .109) |
Two required filings: Notice of Winding Up, then Articles of Termination after all remaining property/assets are applied and distributed. Termination states name, organization date, reason, effective date, winding-up notice date, and optional matters; authorized person/OA designee signs (§§ 347.137, .045, .047) |
$25 current fee for each filing; paper forms are completed, signed, and mailed, and SOS also offers online dissolution/termination filings. Termination is effective on filing or a stated date ≤90 days later (§§ 347.045, .179; Forms LLC-13/LLC-5; SOS online portal) |
Separate existence continues through winding up and ceases at termination, but suits, omitted assets, and trustee actions survive. No LLC voluntary-revocation/reinstatement section; a $5 correction can fix an incorrect filed statement (§§ 347.139, .055) |
| Montana verified 2026-07-28 | Montana Limited Liability Company Act, MCA Title 35, ch. 8, part 9; ordinary domestic LLC dissolution, winding up, and termination; terminal filing goes to the Secretary of State (§§ 35-8-901 to -909) |
Written articles/agreement event or the member consent threshold stated in the agreement; absent a different articles/agreement rule, all members consent. Unanimous waiver may reverse dissolution before winding up is completed (§§ 35-8-307(3), 35-8-901) |
Section 35-8-906 lists no universal good-standing, final-return, or tax-certificate attachment. Current DOR guidance says voluntary-dissolution selection is generally sufficient without a Tax Clearance Certificate, but some situations require one |
Unless articles/agreement provide otherwise, the pre-dissolution managers or members with management authority wind up. They may litigate, settle and close business, transfer property, discharge liabilities, and distribute remaining assets (§§ 35-8-901(2), 35-8-903) |
Optional known-claim procedure: written notice allows ≥120 days from the later of notice effectiveness or termination filing; rejection leaves 90 days to sue. Optional one-time county publication creates a 5-year action bar for unnotified, unacted-on, contingent, and future-event claims (§§ 35-8-908 to -909) |
Pay or reasonably provide for creditors, including member/manager creditors; then distribution liabilities; then return contributions and divide by distribution shares unless written terms provide otherwise. Unbarred claims reach undistributed assets or recipients within proportionate/received-asset caps (§§ 35-8-905, 35-8-909(5)) |
After dissolution and winding up, file Articles of Termination stating name, reason, effective date if delayed, process agent, wind-up/document agents, dissolution date, and completed wind-up/termination. Manager signs a manager-managed LLC filing; otherwise a member signs; fiduciary and attorney-in-fact routes exist (§§ 35-8-204, 35-8-906) |
No base fee; current SOS instructions route the filing through the online business portal. Optional 24-hour/1-hour handling is $20/$100. Existence ends on filing or a stated later date certain; § 35-8-906 states no maximum delay (SOS fee/help pages; § 35-8-906) |
Dissolution may be unanimously waived before winding up finishes. Dissolution or termination does not impair claims or remedies; the LLC may sue/be sued and members/managers may protect claims. A false, erroneous, or defectively signed filing may be corrected retroactively subject to reliance rights (§§ 35-8-901(3), 35-8-909, 35-8-215) |
| Nebraska verified 2026-07-28 | Nebraska Uniform Limited Liability Company Act, ordinary domestic LLC dissolution, winding up, publication, and termination; filings go to the Secretary of State (Neb. Rev. Stat. §§ 21-147 to -150, 21-193) |
Operating-agreement event/circumstance or consent of all members; also 90 consecutive memberless days. Internal dissolution precedes filing and winding up (§ 21-147(a)) |
Statement of Dissolution states only name/status plus form effective date/signature; no good-standing, final-return, tax-payment, or revenue-clearance attachment is listed. Other accounts remain separate (§ 21-148; SOS form) |
Existing member/manager rules continue; if memberless, last member's legal representative or a majority-distribution-rights appointee acts. Wind-up work includes liabilities, closing, marshaling/distribution, preservation, litigation, transfer, and dispute settlement (§§ 21-136(e), 21-148) |
Known-claim notice is optional: ≥120 days to respond, then 90 days to sue after rejection. Three-week newspaper publication is mandatory; it bars covered unknown, unacted-on, contingent, and later-event claims after 5 years, and proof must be filed (§§ 21-149 to -150, 21-193) |
Discharge debts/liabilities before distributing assets; no separate contribution-return/residual order appears in §§ 21-147 to -150. Distributions must satisfy solvency/preferences; knowing recipients face 2-year recovery, and unbarred claims may reach distributed assets (§§ 21-134 to -135, 21-148, 21-150) |
Mandatory Statement of Dissolution states LLC name/status; mandatory proof of publication follows. After winding up, LLC may file Statement of Termination stating name/status. Authorized person signs, with special no-member wind-up signer rule (§§ 21-119, 21-148, 21-193) |
Dissolution and publication proof: $25 electronic/$30 written each; termination: $30 on current fee page. eDelivery uses signed PDFs where offered. Filing is immediate or delayed up to 90 days; termination records the end after winding up (§§ 21-121, 21-192; SOS page/form) |
After dissolution the LLC continues only to wind up. Before termination, unanimous members may rescind; withdraw an unripe dissolution filing or file rescission after effect. Correction covers inaccurate/defectively signed filings; claims can reach remaining/distributed assets (§§ 21-121 to -122, 21-147 to -150) |
| Nevada verified 2026-07-28 | Nevada Chapter 86 dissolution article; ordinary domestic LLC files Articles of Dissolution with the Secretary of State (NRS §§ 86.4895-.541) |
Articles time/event or operating-agreement event; default unanimous member vote/written agreement unless articles or agreement provide otherwise. Manager-managed no-business LLC with no issued member interest has a ≥2/3 organizers/managers shortcut (§§ 86.490-.491) |
No termination-specific tax-clearance certificate is listed in the statute or current form. A qualifying revoked inactive LLC may dissolve without extra fees/penalties beyond the dissolution fee (§§ 86.4895, 86.531; SOS form) |
Nonwrongful manager winds up; if none, members; or a person all members approve. After filing, managers/members/personal representatives act as trustees to collect assets, discharge obligations, convey property, litigate, and liquidate (§§ 86.491(3), 86.541(2)) |
No general direct-notice or publication safe harbor in the ordinary dissolution article. Known-at-dissolution remedies generally must start within 2 years after the articles' effective date; other remedies within 3 years, subject to shorter limits (§ 86.505) |
Pay or adequately provide liabilities before member property; priority is creditors including member-creditors, then member profit/income claims, then capital. Insolvent distributions are barred; recipient recovery period is 3 years (§§ 86.343, 86.521, 86.541(2)) |
One Articles of Dissolution: LLC name, statutory approval/requirement, and effective date/time; signed by manager, member if not manager-managed, or last member's personal representative if no manager/member (§ 86.531) |
$100; submit online through SilverFlume or by mail. Effective on filing or a specified later date/time no more than 90 days after filing (§§ 86.541(1), 86.561(1)(c); SOS form) |
Dissolved LLC continues for wind-up acts and suits, not ordinary business; claim periods are 2 or 3 years. No ordinary rescission provision appears; an unprocessed filing may be canceled for $50 and an inaccurate/defective filed record corrected for $175 (§§ 86.505, 86.568) |
| New Hampshire verified 2026-07-28 | New Hampshire Revised Limited Liability Company Act, RSA ch. 304-C, ordinary domestic LLC dissolution, winding up, and cancellation; terminal filing goes to the Secretary of State (§§ 304-C:129 to :145) |
Operating-agreement event/rule controls; otherwise written majority member vote specifying the effective date. The vote date controls if the writing omits one (§ 304-C:129) |
Before any asset distribution to members/managers, obtain a DRA certificate that no administered returns, tax, interest, or penalties are due; request fee is $30. Form LLC-7 does not list the certificate as an SOS attachment (§§ 304-C:141(I), 77-A:18(I); Form LLC-7) |
Unless the agreement provides otherwise, the pre-dissolution managing members/managers wind up. They may litigate, close business, transfer property, discharge liabilities, distribute remaining assets, and take other necessary actions (§ 304-C:139) |
Optional known-claim procedure: mail notice within 60 days after dissolution, allow ≥120 days, reject within 30 days, then claimant has 90 days to sue. Optional one-time county publication covers unknown/unnotified/unacted-on/contingent/future claims; notice states the dissolution's 3rd anniversary, while the bar provision measures 3 years after publication (§§ 304-C:143 to :144) |
After obtaining DRA clearance, pay or adequately provide for creditors including member-creditors; then agreement-controlled distribution liabilities, return of contributions, and remaining LLC interests. Unbarred claims may reach undistributed assets or a member up to the lesser pro rata claim/received assets, capped at total assets received (§§ 304-C:141, :144) |
After dissolution and completed winding up/liquidation, file Form LLC-7 Certificate of Cancellation stating name, reason, and any future effective date. Manager signs if the LLC has one; otherwise a member signs; fiduciary/authorized-person routes also exist (§§ 304-C:142, :28; Form LLC-7) |
$35 cancellation fee; online filing adds $2. File online or submit one signed paper original to the Corporation Division. Filing/online acceptance is effective immediately unless a delayed time/date ≤90 days is stated; then the certificate of formation is cancelled (§§ 304-C:29 to :30, :142, :191; SOS page/form) |
Before cancellation, majority-vote dissolution may be continued by majority vote unless the agreement provides otherwise; agreement-event dissolution may be revoked before wind-up completes. Claim procedures continue against assets/recipients. Three-year and late reinstatement routes apply only to administrative dissolution (§§ 304-C:130, :138, :144 to :145) |
| New Jersey verified 2026-07-28 | New Jersey Revised Uniform LLC Act, Article 7; Division of Revenue and Enterprise Services is the filing office for an ordinary domestic LLC (N.J. Stat. §§ 42:2C-48 to -56) |
Operating-agreement event, consent of all members, 90 consecutive days with no members, or court order; this row covers the voluntary agreement/unanimous-consent routes (§ 42:2C-48(a)) |
Online ending requires good legal standing and current annual reports. The Treasury's LLC Dissolve/Terminate table says no tax-clearance certificate; tax registration cancellation and final returns remain separate agency steps (Treasury ending guidance) |
LLC continues only for winding up: discharge liabilities, close activities, marshal/distribute assets, preserve the business briefly, litigate, transfer property, settle disputes, and complete filings. Existing management rules continue; wrongful causer loses management right (§§ 42:2C-49, 42:2C-37(e)) |
Optional known-claim notice: at least 120 days to submit and 90 days to sue after rejection. Optional publication: five-year action bar, including contingent/future claims; member/transferee claim actions are barred after five years (§§ 42:2C-50 to -52) |
Discharge creditors, including member-creditors; then return unreturned contributions, then equal residual shares, all in money. Insolvency/preference limits apply; knowing improper distributions carry a two-year action period (§§ 42:2C-35 to -36, 42:2C-56) |
Two mandatory records: certificate of dissolution during winding up, then statement of termination after completion; each states the LLC name and status. Authorized company person signs; no-member filing is signed by the statutory wind-up person (§§ 42:2C-20, 42:2C-49(b)) |
$100 statutory fee for the certificate of dissolution plus $75 for the later statement of termination as an otherwise-unspecified paper; online Business Endings service. Each record is effective on filing or its stated delayed date (§§ 42:2C-22, 42:2C-93) |
After dissolution the LLC continues only to wind up; claims can reach undistributed assets and capped post-dissolution distributions, with a five-year member/transferee cutoff. A certificate of correction only fixes inaccurate information or defective signing; Article 7 states no voluntary revocation route (§§ 42:2C-23, 42:2C-49 to -52) |
| New Mexico verified 2026-07-28 | New Mexico Limited Liability Company Act, ordinary domestic LLC dissolution and winding up; Articles of Dissolution go to the Secretary of State (NMSA 1978 §§ 53-19-39 to -46) |
Articles/operating-agreement event or, unless those documents change it, written consent from members holding a majority of all members' voting power (§ 53-19-39(A)) |
Articles list statutory dissolution facts but no good-standing certificate, final return, tax payment, or revenue clearance attachment. Tax and account closure remain outside the filing (§ 53-19-41) |
Agreement controls; otherwise majority-voting-power members designate wind-up persons in writing, or current managers/members act. They litigate, finish prior obligations, close business, transfer property, discharge liabilities, and distribute remainder (§ 53-19-42) |
Optional known-claim notice: deadline ≥120 days after filing/effect, then 90 days to sue after written rejection. Optional one-time county newspaper notice bars covered unknown, contingent, later-event, and unacted-on claims after 3 years (§§ 53-19-45 to -46) |
Creditors first, with payment or adequate provision; then agreement-controlled member/former-member liabilities and contribution-value shares. Distributions must pass cash-flow and fair-market-value tests; approving actors and knowing recipients may be liable (§§ 53-19-26 to -27, -44) |
Wind-up persons sign Articles of Dissolution stating name; organization/amendment dates; event; optional later effective date; each authorized person's name/address; registered-agent-status confirmation; court supervision; and optional information (§ 53-19-41) |
$25, online-only. Articles take effect on filing unless they state a date certain; filing shifts authority to named wind-up persons, but legal existence ends only when all business and affairs are wound up (§§ 53-19-39, -41, -63; SOS page) |
After dissolution the LLC continues only for winding up until completion; filed Articles of Dissolution may be amended or revoked at any time, effective on delivery unless the filing says otherwise. Unbarred claims may reach undistributed assets or capped distributions (§§ 53-19-39, -41, -46) |
| New York verified 2026-07-28 | New York Limited Liability Company Law Article 7; ordinary domestic LLC dissolution and Department of State articles (§§ 701-705) |
Articles/agreement date or event; default vote or written consent of ≥majority in interest, with majority in each class/group. Operating agreement may set a greater or lesser percentage (§ 701(a)(1)-(3)) |
No NY Tax Department written consent for an LLC; DOS form requires no tax certificate or good-standing attachment. Final applicable returns and outstanding taxes remain separate closing tasks (Tax Department guidance; § 705) |
Members wind up unless the operating agreement says otherwise; they may litigate, settle and close business, dispose/convey property, discharge liabilities, and distribute the remainder (§ 703) |
Article 7 states no general direct-notice, publication, claim-submission, or dissolved-LLC claim-bar procedure; creditor protection comes through payment or adequate reserves before distributions (§§ 703-705) |
Creditors, including member-creditors, by payment or adequate reserves; then member/former-member distribution liabilities; then contribution returns and residual interests. Knowing wrongful-distribution liability generally ends after 3 years (§§ 704, 508) |
File Articles of Dissolution within 90 days after dissolution and winding up begin; state exact/current and original names if changed, organization date, and event. At least one member, manager, or authorized person signs (§§ 207, 705) |
$60; DOS accepts online filing or paper delivery/mail with listed payment methods. Cancellation of articles is effective when dissolution articles are filed; no delayed-effective-date option in § 705 (DOS instructions; § 705(b)) |
Cancellation does not affect member liability during winding up; wind-up actors may sue, defend, dispose of property, and discharge liabilities. Article 7 has no ordinary revocation filing; § 212 correction does not alter the original effective date or accrued rights (§§ 212, 703, 705(c)) |
| North Carolina verified 2026-07-28 | North Carolina LLC Act, Chapter 57D Article 6; ordinary domestic LLC dissolution, mandatory articles, winding up, and claims (§§ 57D-6-01, -07 to -13) |
Operating-agreement event; if never a member, organizers approve; 90 days after last member leaves unless a member is admitted. All members approve voluntary dissolution outside Article 6 events (§§ 57D-3-03(4), 57D-6-01) |
No tax-clearance certificate, good-standing attachment, or final-return statement appears in § 57D-6-09 or Form L-07; the filing states name and effective date |
Managers/other company officials wind up; if none, last member's ownership-interest controller may act or appoint. May continue business temporarily; collect/dispose assets, provide for liabilities, and distribute (§ 57D-6-07) |
Optional known notice: ≥120 days, then 90 days after rejection to sue. Optional one-time newspaper notice: 5-year action bar for listed unknown, unacted-on, contingent, and future claims; court-security route (§§ 57D-6-10 to -13) |
Creditors first, including interest owners/managers/company officials who are creditors, by payment or provision; balance to interest owners under the statutory distribution rule. Post-dissolution recipient exposure is capped at distributions received (§§ 57D-6-08, -12) |
Mandatory Articles of Dissolution after dissolution; state LLC name and date-certain effective date, with optional additional information. Company official/authorized entity representative signs Form L-07; no later LLC termination filing (§ 57D-6-09; form/SOS guidance) |
$30; File L-07 online or mail paper form/check. Articles report the date-certain effective date of the underlying dissolution; filing leaves the LLC limited to winding up (Form L-07; SOS guidance) |
Dissolution does not abate suits, transfer title, or end registered-agent authority; LLC continues winding up. SOS states only corporations/nonprofits may file revocation, not LLCs; unresolved claims reach undistributed/distributed assets (§§ 57D-6-07, -12; SOS guidance) |
| North Dakota verified 2026-07-28 | North Dakota Uniform Limited Liability Company Act, N.D.C.C. ch. 10-32.1; ordinary domestic LLC dissolution, winding up, and termination through the Secretary of State (§§ 10-32.1-01, -50 to -54) |
Operating-agreement event or consent of all members; 90 consecutive memberless days is a separate dissolution event. The agreement may set an event but cannot eliminate required winding up (§§ 10-32.1-13, -50) |
The terminal filing states only the LLC name and that it is terminated; the current SOS dissolution page identifies the $20 fee but no good-standing, final-return, tax-payment, revenue-consent, or tax-clearance attachment (§ 10-32.1-51; SOS page) |
Existing management authority governs; if memberless, the last member's legal representative acts, or majority distribution-right transferees appoint a wind-up person. Work includes liabilities, closure, marshaling/distribution, temporary preservation, litigation, transfers, and dispute settlement (§§ 10-32.1-39, -51) |
Both routes are optional: known-claim notice gives at least 120 days to respond and 90 days to sue after rejection; one-time county publication creates a 5-year action period for unnotified, unacted-on, contingent, and later-event claims (§§ 10-32.1-52 to -53) |
Pay creditors first, including member-creditors; then return unreturned contributions. For post-July 31, 2017 LLCs, residual value follows contribution value unless articles/agreement provide otherwise; older LLCs divide residual equally. Knowing improper recipients face 2-year recovery (§§ 10-32.1-31 to -32, -54) |
During winding up, an optional Notice of Dissolution may precede the terminal filing. To end existence, file Articles of Dissolution and Termination stating the LLC name and termination. An authorized person signs; a memberless LLC uses its statutory wind-up person, and an agent may sign other records (§§ 10-32.1-02(49), -51) |
$10 optional dissolution notice; $20 Articles of Dissolution and Termination. Submit in a Secretary-permitted medium; the public dissolution page does not specify the termination filing's exact online/paper method. Filing-effective unless delayed no more than 90 days (§§ 10-32.1-86, -92; SOS page) |
The dissolved LLC continues only to wind up; unbarred claims may reach undistributed or distributed assets. Correction fixes an inaccurate or defectively signed filing but cannot revoke/nullify it. The fee statute lists a $10 revocation statement without stating a general procedure (§§ 10-32.1-51, -53, -88, -92) |
| Ohio verified 2026-07-28 | Ohio Revised LLC Act, R.C. Chapter 1706; ordinary domestic LLC dissolution, optional certificate, winding up, and claims (§§ 1706.47-.475) |
Operating-agreement event or consent of all members; also 90 days after last-member dissociation unless a timely substitute-member route applies (§ 1706.47(A), (B), (D)) |
No advance Ohio tax-clearance attachment in the statutory certificate fields or Form 616. State tax-closing responsibilities remain separate (R.C. § 1706.471(B)(1); Taxation guidance) |
Remaining members wind up; if none, all holders of the last member's assigned interest appoint. Collect assets, preserve the going concern briefly, dispose/assign property, litigate, settle, discharge liabilities, and distribute (§§ 1706.471-.472) |
Optional known-claim notice: ≥90-day response, then 90 days after rejection to sue. Optional website/SOS publication: 2-year action bar for specified unknown, unacted-on, contingent, and future claims; court-security route (§§ 1706.473-.474) |
Pay or adequately provide for creditors, including member-creditors; then return unreturned contributions and distribute the remainder by pre-dissolution shares. Distributee claim exposure is capped at assets received (§§ 1706.474(D), 1706.475) |
Certificate of Dissolution is optional, not a terminal cancellation; it states name/registration number, dissolution, effective date if delayed, and includes any § 1706.474 publication notice. Company-authorized person signs (§§ 1706.17, 1706.471(B)) |
$50; Form 616 may be filed online or on paper. Certificate is effective on filing or at a stated time/date no more than 90 days after receipt (§ 1706.172(D); SOS forms page/Form 616) |
Dissolved LLC continues for winding up; dissolution does not abate suits or end agent authority. No ordinary rescission filing in §§ 1706.47-.475; § 1706.173 correction only fixes inaccurate or defectively signed filed records |
| Oklahoma verified 2026-07-28 | Oklahoma Limited Liability Company Act, 18 O.S. §§ 2000-2060, administered by the Secretary of State; this row covers voluntary dissolution, winding up, Articles of Dissolution, cancellation, and completion of an ordinary domestic LLC's separate legal existence (§§ 2004, 2037-2041) |
Dissolution occurs at the latest dissolution date in the articles, on a written operating-agreement event, or by written member consent. Unless the articles or a written operating agreement provide otherwise, every member must consent; if there are classes/groups, § 2037 requires written consent of all members of each class/group (§§ 2020(D), 2037(A)) |
Good standing is a filing prerequisite: after an annual-certificate delinquency causes loss of good standing, the Secretary may not accept articles until reinstatement (§ 2055.2(D)-(E)). Articles of Dissolution require no Oklahoma Tax Commission clearance, tax-payment certificate, revenue consent, or final-return statement; § 2041 lists only entity, organization-date, reason, effective-date, and optional information |
Unless the articles or operating agreement provide otherwise, managers wind up; a district court may do so on an eligible application for cause. Wind-up actors may prosecute/defend suits, settle and close business, transfer property, discharge liabilities, and distribute remaining assets. Ordinary business may continue only as necessary to wind up or finish transactions (§§ 2013, 2037(B), 2039) |
The Oklahoma LLC Act states no mandatory direct notice to known creditors, no publication requirement, and no optional dissolution claim-bar procedure with a special response deadline. Instead, § 2040 requires payment or adequate provision for LLC liabilities before owner distributions; it does not separately enumerate contingent, unmatured, unknown, or future claims |
First pay or adequately provide for creditors, including member-creditors; next satisfy authorized but unpaid distributions and acquisition liabilities; then return contributions proportionally and allocate the remainder by profit shares unless governing writings alter owner-level priorities. A recipient who knew or should have known of a violation must return it; unless otherwise agreed, statutory distribution liability generally expires after 3 years if no timely action and adjudication (§ 2040) |
After dissolution the LLC must file Articles of Dissolution stating its name, organization filing date, reason, effective date if delayed, and any optional information. Current § 2006 requires the articles to be signed by a manager under penalties of perjury; the $50 filing includes issuance of a certificate of cancellation (§§ 2006, 2041, 2055(4)) |
$50 as of 2026-07-28. The SOS online portal offers change documents, including dissolutions; § 2007 also directs delivery of one signed copy. Articles take effect when filed unless they specify a date/time no later than 90 days after filing. That filing/cancellation is not alone the end point: separate legal existence continues until cancellation of the articles of organization AND completion of winding up (§§ 2004(B), 2007(C), 2055(4)) |
The dissolved LLC continues regardless of whether Articles of Dissolution are filed, solely for winding up, liquidation, suits, unfinished transactions, liabilities, and distributions. The Act states no general rescission of a voluntary dissolution or reinstatement after voluntary cancellation. An inaccurate or defectively executed filing may be corrected, but correction cannot change its effective date or prejudice accrued rights (§§ 2012, 2037(B), 2039) |
| Oregon verified 2026-07-28 | Oregon Limited Liability Company Act, ORS ch. 63, especially §§ 63.621-.645, administered by the Secretary of State Corporation Division; ordinary domestic LLC voluntary dissolution, winding up, claims, distributions, and optional Articles of Dissolution |
Time/event in articles or operating agreement, or the member vote/action those documents specify; unanimous member consent is the default if neither document supplies an approval rule (§ 63.621) |
No tax-clearance certificate, final-return statement, good-standing certificate, or revenue-department consent appears in § 63.631 or the current dissolution form; the form asks for registry/name/date/address and execution information |
Unless articles/operating agreement differ, managers wind up a manager-managed LLC; otherwise nonwrongfully dissolving members do. Continue only wind-up business, including collecting/disposal, providing for liabilities, distributing, finishing transactions, and other necessary acts (§§ 63.629, 63.637; incorporated § 60.637) |
Optional written known-claim process: at least 120 days to submit and 90 days to sue after rejection. After filing articles, optional one-time county publication creates a 5-year bar for covered unknown/contingent claims; insurance-asset claims remain under other limitations (§§ 63.641, 63.644) |
Creditors first, including member/former-member creditors; then due distributions; then returned contributions and profit shares unless articles/operating agreement alter owner priorities. Unbarred claims reach undistributed assets and capped liquidation distributions (§§ 63.625, 63.645) |
Articles of Dissolution are optional and state LLC name and occurred dissolution date; current form also requests registry number, mailing address, signature, printed name, and title under a perjury declaration. Oregon has no separate voluntary cancellation/termination filing (§§ 63.004, 63.631; SOS form) |
$100 as of 2026-07-28 on the official paper form, payable by check to Corporation Division. Underlying dissolution date cannot be future; filing is effective when filed or at a stated delayed time/date no later than 90 days after filing (§ 63.011; SOS form) |
LLC continues existence solely for winding up, property, proceedings, claims, and distributions; articles do not terminate it. Incorrect/defectively executed filings may be corrected, but ch. 63 states no general voluntary revocation or reinstatement; § 63.654 reinstatement is for administrative dissolution (§§ 63.014, 63.637, 63.654) |
| Pennsylvania verified 2026-07-28 | Pennsylvania Associations Code, 15 Pa.C.S. Ch. 88 Subch. G; ordinary domestic LLC dissolution, winding up, and Department of State filings (§§ 8871-8878) |
Operating-agreement event or consent of all members; also 180 days with no member unless the statutory transferee/member cure occurs (§ 8871(a)(1)-(3)) |
Ordinary certificate of termination needs Revenue and Labor & Industry clearances. Optional dissolution certificate and qualifying never-operated § 8878 termination are exempt (§§ 139, 8872(f), 8878) |
Existing member- or manager-management continues after dissolution; company may preserve operations briefly, litigate, transfer property, settle disputes, and complete wind-up acts. No-member representative or transferee appointee may act (§§ 8847(e), 8872) |
Elective known-claim notice gives ≥120 days, then 90 days after rejection to sue; optional one-time official publication creates a 2-year action bar for listed other/contingent/future claims (§§ 8874-.8876) |
Discharge liabilities or make adequate provision, including pending judgments; creditors including member-creditors first, then unreturned contributions, then pre-dissolution distribution shares (§§ 8872(f), 8877) |
Optional certificate of dissolution starts public wind-up status but does not end existence. After winding up, authorized person files certificate of termination with certifications and tax clearances; never-operated shortcut uses organizer/member signer (§§ 8823, 8872, 8878) |
$70 per dissolution or termination filing; official forms may be submitted online or on paper. General rule permits filing-time or specified delayed effectiveness; dissolution form itself does not end existence (§§ 136, 153; DOS forms) |
Dissolved LLC continues only to wind up; unbarred claims reach undistributed assets or distributed assets up to recipient limits. Subchapter G has no ordinary revocation filing; inaccurate filings may use a statement of correction (§§ 138, 8872, 8875) |
| Rhode Island verified 2026-07-28 | Current Rhode Island LLC Act, R.I. Gen. Laws ch. 7-16, ordinary domestic LLC dissolution, winding up, and Articles of Dissolution; replacement ch. 7-16.1 effective Jan. 1, 2028 (§§ 7-16-39, -45 to -47; 2026 ch. 247) |
Articles date/event, written-agreement event, or member action. Default approval is a majority of all unassigned capital value; dissolution without a meeting requires all voting members' written consent (§§ 7-16-21, -39) |
Secretary may accept dissolution only after all fees/taxes are paid. Current Form 404 requires a final RI return, Division of Taxation good standing/status check, and perjury certification of no outstanding tax; it lists verification, not a tax-letter attachment (§ 7-16-8(c); Form 404) |
Unless articles/agreement provide otherwise, members who did not wrongfully dissolve wind up; court winding up is separately available. Current § 7-16-45 states no detailed power list; SOS guidance says resolve creditors and disburse/transfer/sell assets before formal dissolution |
Current ch. 7-16 has no dissolution-specific direct-notice, publication, claim-submission, or claim-bar procedure. SOS guidance says notify lenders/creditors and settle remaining debts; creditors have first priority under § 7-16-46 |
Creditors including member-creditors first; then distribution liabilities; then return capital values and distribute by ordinary shares unless written terms provide otherwise. Distributions cannot leave debts unpaid or assets below liabilities/preferences; wrongful-distribution action is generally 2 years (§§ 7-16-31 to -32, -46) |
For an ordinary member-approved closure, file Form 404 Articles of Dissolution within 30 days after dissolution and winding up, stating formation/amendment dates, reason, and date certain. Authorized person signs under perjury; § 7-16-39(1) date-specified dissolution is excluded from § 7-16-47's filing command (§§ 7-16-7, -47; Form 404) |
$50 paper or online filing; online adds $2.50 enhanced fee. Paper may be mailed or delivered. Effectiveness is on SOS certificate/evidence issuance or a stated date ≤90 days after filing; accepted dissolution means the entity ceases to exist (§§ 7-16-8, -65; Form 404/SOS pages) |
Current §§ 7-16-39 and -45 to -47 state no voluntary revocation, revival, fixed claim-survival, or omitted-asset route; SOS says acceptance ends existence. Technical correction may fix execution/text errors but cannot change effective date or harm accrued reliance rights (§ 7-16-13). Recheck under the Jan. 1, 2028 replacement act |
| South Carolina verified 2026-07-28 | South Carolina Uniform Limited Liability Company Act of 1996, S.C. Code Title 33 ch. 44; ordinary domestic LLC dissolution, winding up, creditor claims, and Articles of Termination filed with Secretary of State (§§ 33-44-801 to -808) |
Operating-agreement event or agreement-specified number/percentage; if silent, all members consent. Dissolution and winding up begin at that event, not at the later terminal filing (§§ 33-44-404(c)(9), -801) |
No good-standing certificate, final return, tax payment proof, DOR consent, or termination-specific tax clearance appears in § 33-44-805 or Form F0045. Tax returns/accounts remain separate and the SOS filing does not close them |
Any member who did not wrongfully dissociate may wind up; last surviving member's legal representative may act, and court supervision is available for good cause. Preserve briefly, litigate, settle, transfer, discharge liabilities, distribute, and perform necessary acts (§ 33-44-803) |
Optional statutory known-claim procedure: written notice gives at least 120 days to submit and 90 days to sue after rejection; excludes contingent/post-dissolution claims. Optional one-time county publication creates a 5-year action bar for other, contingent, and later-event claims (§§ 33-44-807-.808) |
Creditors, including member-creditors, first. Surplus pays members' net distributable amounts; when capital accounts are required, remaining cash/assets follow positive capital-account balances. Solvency limits apply; unlawful-distribution actions have a 2-year limit (§§ 33-44-406-.407, -806) |
After dissolution and completed winding up, file Articles of Termination stating LLC name, dissolution date, and that business is wound up/legal existence terminated. Manager signs manager-managed LLC; member signs member-managed LLC; fiduciary or attorney-in-fact may sign where applicable (§§ 33-44-205, -805; Form F0045) |
$10 as of 2026-07-28; online Business Entities portal or paper Form F0045 by mail. Existence ends on filing/endorsement or a stated delayed date, capped by the general 90-day rule (§§ 33-44-206, -805, -1204) |
Before winding up finishes, members—including a dissociated member whose departure caused dissolution—may unanimously waive winding up and resume as if dissolution never occurred, subject to reliance rights. After termination, surviving claims reach undistributed assets/capped liquidation distributions; no voluntary reinstatement route is stated (§§ 33-44-802, -808) |
| South Dakota verified 2026-07-28 | South Dakota Uniform Limited Liability Company Act, SDCL ch. 47-34A, art. VIII; ordinary domestic LLC dissolution, winding up, and Articles of Termination filed with the Secretary of State (§§ 47-34A-801 to -808) |
Operating-agreement event or member number/percentage controls. If the agreement states no threshold, all members consent; action may be taken without a meeting. Unanimous waiver may reverse dissolution before winding up is complete (§§ 47-34A-404.1(c), -801 to -802) |
Section 47-34A-805 and the current form list no good-standing certification, final state return, tax payment, revenue consent, or tax-clearance attachment. The $10 filing fee must be paid (§§ 47-34A-206, -805, -1206; form) |
A member who did not wrongfully dissociate may wind up; the last surviving member's legal representative may do so. Powers include reasonable going-concern preservation, litigation, settlement/closure, transfers, liability discharge, distributions, mediation/arbitration, and other necessary acts (§ 47-34A-803) |
Optional known-claim route: written notice with ≥120 days after receipt; rejected claimant has 90 days to sue. Optional one-time county/Hughes County publication creates a 5-year action period for unnotified, unacted-on, contingent, and later-event claims (§§ 47-34A-807 to -808) |
Discharge creditor obligations first, including member-creditors; then return unreturned contributions and divide the remainder equally. Unbarred claims reach undistributed assets or recipients within proportionate/received-asset caps; improper-distribution actions are generally barred after 2 years (§§ 47-34A-406 to -407, -806, -808(d)) |
After dissolution and winding up, file Articles of Termination stating company name, dissolution date, and completed wind-up/termination; current form also asks Business ID and effective date. Manager signs for manager-managed LLC; otherwise a member signs; attorney-in-fact/fiduciary routes exist (§§ 47-34A-205, -805) |
$10 current paper filing; SOS forms page supplies a fillable PDF to print and mail, with optional $50 expedited service. Existence ends on filing or a stated later date, capped at 90 days after filing (§§ 47-34A-206, -805, -1206; SOS form/fee pages) |
Before winding up finishes, unanimous member waiver resumes business as if dissolution never occurred, subject to protected third-party rights. Unbarred claims may reach dissolved-company or distributed assets; a false/erroneous/defectively signed filing may be corrected retroactively, subject to reliance rights (§§ 47-34A-802, -207, -808) |
| Tennessee verified 2026-07-28 | Tennessee Revised LLC Act, ch. 249, applies to LLCs formed on/after Jan. 1, 2006 and electing older LLCs; pre-2006 non-electors remain under chs. 201-248. Both use notice, winding up, tax-cleared termination, and parallel claims rules (§ 48-249-1002) |
LLC-document event or majority vote unless documents set another vote; per-capita majority by default, otherwise majority voting interest. Legacy pre-2006 LLCs use parallel § 48-245-202 but may have older member-departure events (§§ 48-249-102, -601, -603; 48-245-101, -202) |
Mandatory Revenue tax-clearance verification before termination: electronic confirmation or certificate showing all applicable reports, including final report, filed and taxes, fees, and penalties paid (§§ 48-249-102, -612; Form SS-4245) |
After mandatory Notice of Dissolution, members, managers, or directors under the LLC's structure collect known debts, pay/provide for known obligations, dispose of assets, and distribute remainder; ordinary business stops except winding up (§§ 48-249-609 to -610) |
Optional after Notice of Dissolution: known claims get ≥4 months; rejected claims get 3 months to sue. One-time county publication creates 2-year bar for unknown/unacted-on/contingent/future claims; distributee exposure is capped and ends 3 years after termination (§ 48-249-611) |
Creditors first; then distribution liabilities, unreturned contributions, and residual shares. Pay or reasonably provide for all known contingent, conditional, unmatured, and unidentified-holder obligations; unlawful-distribution liability ends 3 years after distribution (§§ 48-249-307, -620) |
Two filings: $20 Notice of Dissolution, then $20 Articles of Termination after winding up. Termination states name, organization date, reason, whether claimants were notified, and optional information; authorized filer signs and states capacity (§§ 48-249-609, -612; Forms SS-4246/SS-4245) |
$20 per filing; termination may be e-filed, mailed, or delivered in person. Notice may delay up to 90 days; termination is effective when filed and Form SS-4245 offers no delayed date (§§ 48-249-614; SOS forms page/Forms SS-4246, SS-4245) |
Member-approved dissolution may be revoked before termination using the same vote and $20 Articles of Revocation. Termination preserves preexisting remedies, suits in LLC name, and omitted-asset work; no ordinary voluntary reinstatement route (§§ 48-249-613, -614, -621 to -623) |
| Texas verified 2026-07-28 | Texas BOC chapters 11 and 101; domestic ordinary LLC winds up under chapter 11 and terminates by Secretary of State certificate (Tex. Bus. Orgs. Code §§ 11.001-.358, 101.551-.552) |
Majority vote of all members; if no members, majority vote of all managers, for voluntary winding up under chapter 11 (§ 101.552(a)(1)) |
Mandatory Comptroller Form 05-305 certificate showing Title 2 taxes paid and termination good standing; must remain good through effective date. Website status printout is insufficient (§ 11.101(b); Form 651 instructions) |
Responsible owners/members/managerial officials must act as soon as reasonably practicable: stop ordinary business, notify known claimants, collect/sell property, and handle other wind-up acts; suits may continue (§ 11.052) |
Written winding-up notice to each known claimant is mandatory; § 11.052 states no fixed response period in the basic procedure. Claim includes liquidated/unliquidated, accrued/contingent, matured/unmatured rights (§§ 11.001(1), 11.052(a)(2)) |
Discharge or adequately provide for all liabilities and obligations, including member liabilities other than distributions; only then distribute the remainder by owners' rights/interests (§ 11.053) |
After winding up, file Form 651 certificate of termination stating entity/governing-person details, event, and compliance; authorized manager signs a manager-managed LLC, authorized managing member signs a member-managed LLC (§ 11.101; Form 651) |
$40; Form 651 instructions state duplicate paper filing by mail or delivery. Effective on acceptance/filing unless delayed to a date/time or future event within the statutory 90-day framework (§ 11.102; Form 651 instructions) |
Voluntary winding up may be revoked before termination using the LLC approval rule. Existing claims include claims arising before termination and claims arising before the third anniversary after termination, if not limitations-barred (§§ 11.001(3), 11.151) |
| Utah verified 2026-07-28 | Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, ch. 3a, administered by the Division of Corporations and Commercial Code; ordinary domestic LLC voluntary dissolution, winding up, optional Statement of Dissolution, and terminal Statement of Termination (§§ 48-3a-701, -703) |
Event, circumstance, or date stated in the certificate of organization or operating agreement, or consent of ALL members; a 90-day no-member period is a separate statutory trigger unless timely cured (§ 48-3a-701(1)-(3)) |
No tax-clearance certificate, Tax Commission consent, final-return statement, or good-standing certificate appears in §§ 48-3a-703, -205 or the current dissolution/termination forms. Filing requirements do require payment of any fee, tax, interest, or penalty otherwise due when the record is delivered (§ 48-3a-205(3)) |
Existing management rules continue after dissolution: members manage a member-managed LLC and managers manage a manager-managed LLC. Wind-up actors discharge liabilities, close affairs, marshal/distribute assets, preserve the business briefly, litigate, transfer property, settle disputes, and take other necessary acts (§§ 48-3a-407, -703) |
Optional known-claim notice: at least 120 days to submit; rejection within 90 days, then 90 days to sue; unrejected claims are approved; contingent/post-dissolution-event claims excluded. Optional one-time county publication creates a 3-year suit bar for covered unknown, unanswered, contingent, and future-event claims; court-set security is available after publication (§§ 48-3a-705 to -707) |
Discharge creditors first, including member-creditors; then return unreturned contributions and divide the balance equally among members and dissociated members, in money. Unbarred claims reach undistributed assets or capped liquidation distributions. Knowing improper recipients face company liability, with a 2-year action limit (§§ 48-3a-405 to -406, -706(4), -711) |
Optional Statement of Dissolution may mark the start of winding up; after winding up, a Statement of Termination stating the LLC name and that it is terminated ends entity existence. Each is signed by an LLC-authorized person; if there are no members, the statutory wind-up person signs (§§ 48-3a-203, -703; Division forms and guidance) |
No charge for domestic voluntary dissolution/termination as of FY2026. File through UtahID as an existing-business filing or upload the official PDF as a paper filing. Effective on Division filing unless a later time/date is stated, no more than 90 days after filing; a delayed filing may be withdrawn before effectiveness (§§ 48-3a-205 to -207; Division fee schedule/forms) |
Dissolved LLC continues only for winding up until an effective Statement of Termination ends existence. Before termination, dissolution may be rescinded with every member's consent; withdraw an ineffective dissolution statement or file a correction after it becomes effective. Ordinary inaccurate filings may also be corrected (§§ 48-3a-208, -703 to -704) |
| Vermont verified 2026-07-28 | Vermont Limited Liability Company Act, 11 V.S.A. ch. 25, subch. 7; ordinary domestic LLC dissolution, winding up, and termination through the Secretary of State (§§ 4101-4107) |
Operating-agreement event or the agreement-specified number/percentage of members; unanimous member consent if the agreement has no dissolution-approval rule. Ninety consecutive memberless days is a separate event (§ 4101) |
Neither § 4105 nor the SOS public end-business instructions list good standing, current reports, a final state return, tax payment, revenue consent, or a tax-clearance attachment as an Articles of Termination prerequisite (§ 4105; SOS end-business page) |
Members may wind up; a court may supervise for good cause. The LLC must discharge liabilities, close, marshal, and distribute; it may preserve operations briefly, litigate, transfer property, settle disputes, and take other wind-up acts (§ 4103) |
Optional known-claim safe harbor: written notice gives at least 120 days to submit a claim; a timely rejected claimant gets 90 days to sue. It excludes contingent and post-dissolution-event claims; §§ 4101-4107 contain no publication route (§ 4107) |
Discharge creditor obligations first, including member-creditors; then pay members in money by returning unreturned contributions and dividing the remainder in proportion to capital contributions. General solvency limits apply; unlawful-distribution actions have a 2-year limit (§§ 4056-4057, 4103, 4106) |
After dissolution and winding up, file Articles of Termination stating the LLC name, dissolution date, and that business is wound up and legal existence terminated. A company-authorized person or agent signs, stating name and capacity under penalty of perjury (§§ 4025, 4105) |
$20 Articles of Termination; SOS directs existing entities to end registration online, while general filing guidance says paper forms are available by request. Existence ends on filing or a stated later date, capped at 90 days (§§ 4012, 4026, 4105; SOS pages) |
The dissolved LLC continues only to wind up. Before winding up finishes, all members—or the agreement's dissolution/liquidation threshold—may waive termination and resume business, preserving accrued third-party rights. Articles of correction reach false, erroneous, or defectively signed filings (§§ 4027, 4102) |
| Virginia verified 2026-07-28 | Virginia Limited Liability Company Act, Article 9; domestic ordinary LLC filings go to the State Corporation Commission (§§ 13.1-1046 to -1050.4) |
Written articles/operating-agreement event or unanimous written consent of members; judicial and automatic/involuntary routes are outside this voluntary row (§ 13.1-1046) |
Before cancellation, pay all SCC fees and penalties; current-year annual registration fee is not required if cancellation is issued on/before its due date. No tax-clearance certificate or final-return attestation appears in § 13.1-1050 or Form LLC1050 |
Members wind up unless articles/agreement provide otherwise; court may appoint liquidating trustees for cause. They litigate, close business, dispose of property, discharge or provide for liabilities, and distribute remainder until cancellation (§ 13.1-1048) |
Optional known-claim route: at least 120 days to confirm and 90 days to sue after nonadmission. Optional one-time publication: earlier of limitations or 3 years; after publication, court-set security may protect distributees (§§ 13.1-1049.1 to -1049.3) |
Winding up finishes only after debts are paid/discharged or reasonably provided for and remainder distributed. Creditors, including member-creditors, precede member distributions and contribution/residual shares; surviving claims can reach capped liquidation distributions (§§ 13.1-1048 to -1049.3) |
After winding up, file Form LLC1050 Articles of Cancellation stating name, SCC ID, organization effective date, and completion of winding up. Manager/delegated manager signs, or a member if none; organizer/fiduciary routes are narrow (§§ 13.1-1003, 13.1-1050) |
$25; online or paper. Commission certificate is effective when issued unless articles state a later time/date, capped at the earlier stated time or 11:59 p.m. on day 15 after issuance (§§ 13.1-1004 to -1005; SCC Form LLC1050) |
Existence ceases on certificate effectiveness except for suits, proceedings, and appropriate member actions. Before a delayed certificate takes effect, all signers may file a statement of cancellation; afterward, reinstatement is generally available within 5 years for $100 plus unpaid fees (§§ 13.1-1004(D), 13.1-1050, 13.1-1050.4) |
| Washington verified 2026-07-28 | Washington Limited Liability Company Act, RCW ch. 25.15, Article VIII; ordinary domestic LLC dissolution, optional certificate, winding up, and claims (§§ 25.15.265-.309) |
Certificate-of-formation date, LLC-agreement event, or written consent of all members; also 90 days after last-member dissociation unless transferees timely admit a member (§ 25.15.265) |
No good-standing, tax-clearance, or final-return requirement appears in the certificate's statutory contents or current SOS form; the filing attests that dissolution occurred (§ 25.15.269; SOS form) |
Existing managers or members under the LLC's management structure wind up; last member's legal representative or majority-selected transferee appointee may act if none remain. Continue only to preserve briefly, litigate, transfer property, settle, discharge liabilities, and distribute (§ 25.15.297) |
Only a filer may use optional known-claim notice: at least 120 days to submit and 90 days to sue after rejection. An unrevoked certificate creates a general 3-year action bar; no publication procedure appears (§§ 25.15.301, .309) |
Creditors, including member/manager creditors, first; then member-distribution liabilities, contribution return, and residual shares. Pay or reasonably provide for all known contingent, conditional, unmatured, and unidentified-holder obligations; improper-distribution actions have a 2-year limit (§§ 25.15.231, .236, .305) |
Optional Certificate of Dissolution—not a later cancellation/termination filing—states LLC name and that it is dissolved. Person(s) authorized to wind up sign; form also requires UBI, effective date, attestation, and signer details (§§ 25.15.086, .269; SOS form) |
$0 base fee; online or paper, optional $100 expedite. Filing is effective on acceptance/file date or a stated future date/time no more than 90 days later (§§ 23.95.210, .260; SOS form, rev. Oct. 2023) |
LLC continues after dissolution only for winding up and suits. Agreement-event or unanimous-consent dissolution may be revoked; after certificate filing, file revocation within 120 days, relating back. No separate ordinary cancellation or terminal filing appears (§§ 25.15.294, .297, .309) |
| West Virginia verified 2026-07-28 | West Virginia Code ch. 31B, ordinary domestic LLC dissolution, winding up, and termination; Articles of Termination go to the Secretary of State (§§ 31B-8-801 to -808) |
Operating-agreement event or its stated number/percentage of members; absent a different agreement threshold, all members consent. Certain member dissociations can also dissolve subject to a 90-day continuation route (§§ 31B-8-801(b), 31B-4-404(c)(9)) |
Form LLD-9 certifies that State Tax and other state-agency filing responsibilities are complete; no attached tax-clearance/good-standing letter is listed. The statutory articles state name, dissolution date, and completed winding up (§ 31B-8-805; Form LLD-9) |
A member who did not wrongfully dissociate may wind up; the last surviving member's legal representative may act. Powers include temporary going-concern preservation, litigation, closure, property transfer, debt discharge, distributions, and settlements (§ 31B-8-803) |
Known-claim procedure is optional; if used, written notice gives ≥120 days, then 90 days to sue after rejection. Optional one-time publication creates a 5-year action bar for covered unknown, unacted-on, contingent, and later-event claims (§§ 31B-8-807 to -808) |
Pay creditors, including member-creditors; then return unreturned contributions and divide the remainder equally under the statutory default. Cash-flow/balance-sheet limits apply, with 2-year unlawful-distribution recovery (§§ 31B-8-806, 31B-4-406 to -407) |
One terminal filing after dissolution and winding up: Articles of Termination state name, dissolution date, and completed wind-up/terminated existence. Manager signs for manager-managed LLC; member for member-managed; attorney-in-fact allowed (§§ 31B-8-805, 31B-2-205; Form LLD-9) |
$25 base fee. File online through the WV One Stop Business Portal or submit Form LLD-9 to a Secretary of State hub. Existence ends on filing or a specified later date, capped at 90 days (§§ 59-1-2(a)(1)(Q), 31B-8-805; SOS page/form) |
Before winding up finishes, unanimous members may waive termination and resume as if dissolution never occurred. Unbarred claims may reach undistributed/distributed assets; articles of correction fix false/erroneous or defectively signed filings. No voluntary post-termination reinstatement route appears (§§ 31B-8-802, -808, 31B-2-207) |
| Wisconsin verified 2026-07-28 | Wisconsin Uniform LLC Law, ch. 183, DFI filing office; current-law ordinary domestic LLCs use dissolution, winding up, and statements of dissolution/termination. Pre-2023 LLCs that timely opted out remain under 2019 internal law (§ 183.0110) |
Operating-agreement event/circumstance or affirmative vote or consent of all members; dissolution begins winding up (§ 183.0701(1)(a)-(b)) |
No advance DOR clearance attachment. A delinquent LLC must pay all DFI back fees with the closure filing; final state returns and tax-account closures are separate DOR steps (DFI/DOR guidance) |
LLC continues only to wind up: discharge liabilities, settle/close affairs, marshal/distribute assets, preserve a going concern briefly, and litigate. If no members, last member’s legal representative or a majority-transferee appointee acts (§ 183.0702) |
Optional known-claim notice: ≥120 days to submit, then 90 days to sue after rejection. Optional class-1 newspaper notice creates a 2-year action bar; court-ordered security may protect against contingent/future claims (§§ 183.0704-.0706) |
Discharge creditor claims, including member-creditors, first; then approved distributions, contribution returns, and residual transferable interests. Publication claims can reach recipients up to distributed assets; court-approved security can cut off that exposure (§§ 183.0705-.0707) |
DFI Form 510 records either dissolution or termination; statute permits a statement of dissolution during winding up and a statement of termination when complete. Authorized company person signs; no-member representative/appointee may sign (§ 183.0702; Form 510) |
$20 online or $35 paper; optional next-day expedite +$100. File online, mail paper, or email a paid PDF; effective on DFI receipt at stated time/close of business, or a delayed date ≤90 days (§ 183.0207; DFI fee/form guidance) |
Dissolved LLC continues only for winding up. Before termination, rescind under the same decision rule; withdraw an unripe dissolution statement or file a $10 rescission after it is effective. No rescission after termination statement (§ 183.0703) |
| Wyoming verified 2026-07-28 | Wyoming Limited Liability Company Act, Wyo. Stat. tit. 17, ch. 29, art. 7; ordinary domestic LLC dissolution and winding up through the Secretary of State, with Articles of Dissolution but no separate termination filing (§§ 17-29-701 to -708) |
Operating-agreement or articles event/circumstance, or consent of all members; 90 consecutive memberless days is a separate event. The agreement cannot waive the statutory winding-up requirement (§§ 17-29-110, -701) |
Current form requires the LLC to be active and in good standing; filing requires the fee and SOS past-due fees, taxes, and penalties paid. No final return, revenue consent, or tax-clearance attachment is listed (§ 17-29-205; SOS form) |
Existing management rules continue after dissolution: members manage a member-managed LLC and managers a manager-managed LLC. The LLC must discharge liabilities, close, marshal, and distribute; it may preserve operations briefly, litigate, transfer, settle, and take other wind-up acts (§§ 17-29-407, -702) |
Both routes are optional: known-claim notice gives ≥120 days to submit and 90 days to sue after rejection; one county-newspaper publication creates a 3-year suit period for unnotified, unacted-on, contingent, and later-event claims (§§ 17-29-703 to -704) |
Pay creditors first, including member-creditors; return unreturned contributions, then split residual equally unless agreement/transfer/tax representation changes it. Unbarred claims reach undistributed assets and recipients up to their distributions; improper-distribution actions have a 2-year limit (§§ 17-29-405 to -406, -704, -708) |
Current Articles of Dissolution require exact LLC name and certification of compliance with § 17-29-701, completion of dissolution/winding-up requirements, authority, and dissolved status. A company-authorized person or agent signs; no separate articles of termination exist (§§ 17-29-203, -702; SOS form) |
$60; current fee schedule does not mark dissolution electronic, and the form must be mailed with check/money order and cannot be emailed. Filing-effective by default; statute permits a delayed time/date ≤90 days, but the current form has no delayed-date field (§§ 17-29-205, 17-16-123; fee schedule/form) |
The dissolved LLC continues only to wind up; unbarred claims may proceed against it and distributed assets. Article 7 states no voluntary rescission or special post-filing reinstatement route; a statement of correction only fixes inaccurate information or defective signing (§§ 17-29-206, -702, -704) |
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