District of Columbia: Voluntary LLC Dissolution and Cancellation Requirements
The short answer
A District LLC dissolves on an operating-agreement event or the consent of all members, then must file a Statement of Dissolution and wind up. Known-claim notice and publication are optional, while creditors are paid before contributions and equal residual shares. During winding up, the statute separately permits a Statement of Termination; the public fee page prices the dissolution statement at $220 but does not separately list that terminal record.
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This is the general rule in District of Columbia. Ezel applies current District of Columbia law to your specific facts and answers with citations to the statutes.
| Governing law and scope | 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) |
|---|---|
| Dissolution event and approval | 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) |
| Pre-filing status and tax clearance | 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) |
| Winding-up authority and powers | 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) |
| Creditor notice and claims | 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) |
| Debts, reserves, and distributions | 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) |
| Termination filing and signer | 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) |
| Fee, method, and effective date | 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) |
| Survival, revocation, and post-closure | 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) |
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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.
Source links
Every statute quoted above, linked, with the date we checked it.
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