Voluntary LLC Dissolution and Cancellation Requirements in District of Columbia

At a glance

Requirements one by one

All members consent unless the agreement supplies the event

D.C. Code § 29-807.01 recognizes an event or circumstance in the operating agreement. Otherwise, all members must consent. The separate 90-day memberless event can be avoided only through the statute's majority-distribution-rights consent and actual admission of at least one specified member.

The District requires a dissolution statement during winding up

D.C. Code § 29-807.02 says the dissolved LLC continues only to wind up. It must discharge liabilities, settle and close activities, marshal and distribute assets, and deliver a Statement of Dissolution stating the company name and dissolved status. It may temporarily preserve the business, litigate, transfer property, mediate or arbitrate disputes, and take other necessary acts.

During winding up, the statute separately permits a Statement of Termination stating the company name and that it is terminated. This makes the District a two-record jurisdiction: the dissolution statement is mandatory; the termination statement is the later statutory terminal record.

If no member remains, the last member's legal representative may act. If that person declines or fails, transferees owning a majority of distribution rights may appoint the wind-up person, who must file the certificate amendment listed in § 29-807.02(d).

Creditor notice and publication are optional

D.C. Code § 29-807.03 permits direct known-claim notice. A compliant notice allows at least 120 days after receipt to submit the claim. A timely claim that is rejected must be enforced within 90 days after the claimant receives the rejection notice. Contingent and later-event claims are outside this route.

D.C. Code § 29-807.04 separately permits one publication in a newspaper of general circulation in the District. Covered claimants have three years after publication to sue. The procedure includes unnotified claims, timely claims left unacted on, contingent claims, and later-event claims.

Creditors, contributions, then equal residual shares

D.C. Code § 29-807.05 puts creditors first, including members who are creditors. The LLC then returns unreturned contributions and divides the remaining surplus equally among members and dissociated members. The statute requires these owner distributions to be paid in money.

After publication, D.C. Code § 29-807.07 lets the LLC ask a court to set security for contingent, unknown, and reasonably expected later-event claims. Providing the ordered security satisfies those obligations and protects liquidation recipients from those claims.

D.C. Code § 29-804.05 adds solvency limits. Under D.C. Code § 29-804.06, a knowing recipient can owe back the excess, and the improper-distribution action period is two years.

DLC-8 is a $220 online-or-mail filing

Current Form DLC-8 asks for the LLC name, initial certificate date, effective date, and a governor or authorized-person signature. D.C. Code § 29-102.01 permits an authorized signer or agent. D.C. Code § 29-102.03 makes a filing effective when filed unless a permitted delayed date no more than 90 days later is stated.

DLCP's current fee page lists $220 for the Statement of Dissolution. The form may be submitted through CorpOnline with card payment or mailed with payment. The public fee page does not separately identify the later Statement of Termination, so confirm its submission method and charge with the Corporations Division rather than assuming a second $220 fee.

Form DLC-8 does not require a tax-clearance attachment. It instead warns that dissolution has no effect on licensing or tax obligations and leaves compliance with those separate systems to the organization.

Unanimous rescission is available before termination

D.C. Code § 29-807.06 allows rescission until a Statement of Termination becomes effective, absent court or administrative dissolution. Every member must consent. Before a delayed dissolution statement takes effect, file a withdrawal; after it takes effect, file a correction stating that dissolution was rescinded.

Current Form DLC-9 says the form allows cancellation only within 120 days after the dissolution's effective date. That operational form limit is narrower than the statute's express termination-based cutoff. Confirm the accepted route with DLCP if more than 120 days have passed but no termination statement is effective.

What trips people up

The $220 DLC-8 is not the terminal statement named in § 29-807.02. It records dissolution and begins the public wind-up phase. The statute separately permits a Statement of Termination after winding up, but DLCP's public LLC form and fee pages do not give that record its own line item.

Tax and licensing accounts remain separate. Filing DLC-8 does not itself cancel a business license or finish District tax obligations, as the form states expressly.

Common questions

Can a majority approve dissolution?

Not under the statutory fallback. All members must consent unless an event or circumstance already stated in the operating agreement causes dissolution.

Is newspaper publication required?

No. It is an optional three-year claim-bar procedure. It becomes especially relevant to contingent, unknown, and later-event claims that the direct-notice procedure does not cover.

Can a filed dissolution be undone?

Yes, before termination, with every member's consent and the appropriate withdrawal or correction filing. Because DLC-9 states a 120-day form limit, contact DLCP if that period has passed.

Statutes and sources

• D.C. Code §§ 29-807.01 to -.07 — dissolution, winding up, claims, distributions, security, and rescission; accessed July 28, 2026.
• D.C. Code §§ 29-804.05 to -.06 — distribution limits and liability; accessed July 28, 2026.
• D.C. Code §§ 29-102.01 and -.03 to -.05 — filing, signatures, effectiveness, withdrawal, and correction; accessed July 28, 2026.
• DLCP Form DLC-8 — current dissolution form and tax/license warning; accessed July 28, 2026.
• DLCP Form DLC-9 — current rescission form; accessed July 28, 2026.
• DLCP LLC fee page and CorpOnline FAQ — current fee and filing methods; accessed July 28, 2026.