Voluntary LLC Dissolution and Cancellation Requirements in Connecticut
At a glance
| Governing law and scope | 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) |
|---|---|
| Dissolution event and approval | 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)) |
| Pre-filing status and tax clearance | 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 |
| Winding-up authority and powers | 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) |
| Creditor notice and claims | 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) |
| Debts, reserves, and distributions | 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) |
| Termination filing and signer | 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)) |
| Fee, method, and effective date | $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) |
| Survival, revocation, and post-closure | 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) |
Requirements one by one
Majority in interest starts a voluntary dissolution
Connecticut recognizes an operating-agreement event and the consent of a majority in interest of the members as separate dissolution triggers under § 34-267(a)(1)-(3). Under § 34-243a(13), that majority is defined first by more than 50% of member-owned transferable interests. If the operating agreement does not make that percentage determinable, the statute uses who would receive more than 50% of dissolution distributions, or—if there would be none—who supplied more than 50% of the unreturned contributions.
That approval dissolves the LLC and requires winding up. It is distinct from the later effective date of the state filing.
The certificate is mandatory and prompt
Section 34-267a says the LLC must promptly deliver a Certificate of Dissolution after dissolution. The statutory contents are spare: the LLC's name and a statement that it is dissolved. Current BUS-035 adds the exact-record-name, optional future effective date, and signer's name, capacity, signature, and date.
The filing is signed by a person authorized by the company. If the dissolved LLC has no member, § 34-247b(a) instead points to the person winding up under the no-member provisions.
The existing management structure continues through winding up
Section 34-255f expressly says dissolution does not displace Connecticut's management rule; § 34-255f(a), (b), (c), and (e) supplies the relevant rules. Members therefore continue to manage a member-managed LLC, while managers continue to decide company matters in a manager-managed LLC. Someone who wrongfully caused the dissolution loses the right to participate.
Under § 34-267a(a)-(e), the wind-up actors must discharge debts and liabilities, close the company's activities, marshal assets, and distribute them. They may preserve the business as a going concern for a reasonable time, prosecute or defend proceedings, transfer property, mediate or arbitrate disputes, and perform other necessary wind-up acts. Courts may supervise winding up on the grounds listed in § 34-267a(e).
Connecticut offers two optional claim-bar tracks
Known-claim notice is optional, not a universal filing prerequisite. A valid notice gives the claimant at least 120 days after receipt to submit a written claim. If the LLC rejects a timely claim with the required warning, the claimant has 90 days after receiving the rejection to sue. Section 34-267c does not apply to a contingent liability or a claim based on a post-dissolution event.
Publication is a separate optional process. At least one notice in the proper county newspaper can require covered claimants—including contingent and future-event claimants—to begin suit within three years after publication. After publication, § 34-267e also permits a court application to set the amount and form of security for unbarred contingent, unknown, and reasonably expected future claims.
Creditors and reserves come before owners
Under § 34-267f, creditors are paid first, including members who are creditors. The remaining money first returns unreturned contributions and then follows the owners' transferable interests. Section 34-267f requires those owner distributions to be paid in money.
An unbarred claimant may reach the LLC's undistributed assets. If post- dissolution assets were already distributed, § 34-267d limits a member's or transferee's exposure to the lesser statutory amount and caps total claim liability at what that person received. Separately, someone who knowingly received a distribution prohibited by § 34-255d is liable to the company for the excess. Sections 34-255d and 34-255e govern that issue; §§ 34-255d(f), 34-255e(c), and (e) supply the disposed-claim, knowing-recipient, and two-year action rules.
Filing is free and may be delayed up to 90 days
The current state fee is $0. Connecticut offers online filing and a paper form; paper filings may be submitted through digital mail, by mail, or by hand delivery.
A filed certificate ordinarily becomes effective when the Secretary files it. Sections 34-247e to 34-247h govern filing mechanics; §§ 34-247e to 34-247h permit a later effective time or a delayed date and time no more than 90 days after filing. Before a delayed filing takes effect, the LLC may file a certificate of withdrawal so the original record does not become effective.
No good-standing certificate, Department of Revenue Services clearance, tax- payment certificate, revenue consent, or final-return statement appears in § 34-267a's certificate contents or current BUS-035. Tax-account and final- return duties remain separate from the Secretary of the State attachment list.
What trips people up
The Certificate of Dissolution is mandatory, but Connecticut does not use a second certificate of cancellation or termination for an ordinary voluntary closure. Section 34-267a instead continues the dissolved LLC only for winding up. Under § 34-243b(d)(1), nonmembers are deemed to have notice of dissolution 90 days after the certificate becomes effective; filing is not deemed notice on the first day.
Connecticut also permits reinstatement after a voluntary dissolution. Majority- in-interest written consent is required. If the LLC filed a Certificate of Dissolution, it must file a Certificate of Reinstatement with the required current annual report, registered-agent appointment, charges, and $120 fee. Reinstatement is unavailable through this route after the specified judicial- dissolution orders.
Common questions
What if the LLC has no members when it needs to wind up? The last member's legal representative may wind up. If that person declines or fails, transferees holding a majority in interest of distribution rights may appoint a wind-up person under § 34-267a(d), with the required certificate-of- organization amendment.
What happens to a claim barred by publication if the LLC is reinstated? Under § 34-267b, a claim barred under § 34-267d, if not otherwise barred, is relieved of that special bar when the LLC is reinstated.
Can an inaccurate dissolution filing be corrected? Yes. Section 34-247h permits a statement of correction when the filed record was inaccurate, defectively signed, or defectively transmitted. The section limits the correction's effective-date choices and protects specified reliance on the uncorrected filing.
Statutes and sources
- Conn. Gen. Stat. §§ 34-243 and 34-243a(13) — Act name and majority-in- interest definition. https://web.archive.org/web/20250701id_/https://www.cga.ct.gov/current/pub/chap_613a.htm (accessed 2026-07-28)
- Conn. Gen. Stat. §§ 34-243b(d), 34-247b, and 34-247e to 34-247h — deemed notice, signer, filing method, effectiveness, withdrawal, and correction. https://web.archive.org/web/20250701id_/https://www.cga.ct.gov/current/pub/chap_613a.htm (accessed 2026-07-28)
- Conn. Gen. Stat. §§ 34-255d to 34-255f — distribution limits and liability, management, and post-dissolution applicability. https://web.archive.org/web/20250701id_/https://www.cga.ct.gov/current/pub/chap_613a.htm (accessed 2026-07-28)
- Conn. Gen. Stat. §§ 34-267 to 34-267b — dissolution events, mandatory certificate, winding up, continuation, and reinstatement. https://web.archive.org/web/20250701id_/https://www.cga.ct.gov/current/pub/chap_613a.htm (accessed 2026-07-28)
- Conn. Gen. Stat. §§ 34-267c to 34-267f — optional claim notices, publication, court-set security, creditor recovery, and distribution order. https://web.archive.org/web/20250701id_/https://www.cga.ct.gov/current/pub/chap_613a.htm (accessed 2026-07-28)
- BUS-035, Certificate of Dissolution — LLC Domestic, rev. 1/2024 — no-fee paper form, required dissolution statement, optional future date, and signer fields. https://business.ct.gov/-/media/BusinessOneStop/BSD_Forms/BUS-035-CERTIFICATE-OF-DISSOLUTION_LLC_Domestic-20211210.pdf (accessed 2026-07-28)
- Connecticut Secretary of the State domestic LLC forms and fees — $0 Certificate of Dissolution and online route. https://business.ct.gov/knowledge-base/articles/domestic-limited-liability-companies-forms-and-fees (accessed 2026-07-28)
- Connecticut Secretary of the State paper-filing instructions and forms library — digital mail, mail, and hand-delivery routes; $0 dissolution and $120 reinstatement fees. https://business.ct.gov/knowledge-base/articles/submit-paper-filings (accessed 2026-07-28)
Verified against current official Connecticut statutes and filing materials on July 28, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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