Voluntary LLC Dissolution and Cancellation Requirements in Illinois
At a glance
| Governing law and scope | Illinois Limited Liability Company Act, Article 35; ordinary domestic LLC dissolution, winding up, and Secretary of State termination (§§ 35-1 to 35-22) |
|---|---|
| Dissolution event and approval | 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)) |
| Pre-filing status and tax clearance | 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) |
| Winding-up authority and powers | 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) |
| Creditor notice and claims | 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Article 35 states no general direct-notice, publication, claim-submission, or claim-bar safe harbor; former § 35-5 is repealed.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) |
| Debts, reserves, and distributions | 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) |
| Termination filing and signer | 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) |
| Fee, method, and effective date | $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) |
| Survival, revocation, and post-closure | 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) |
Requirements one by one
Dissolution begins with the agreement or every member
805 ILCS 180/35-1 dissolves an LLC on an event stated expressly in its operating agreement or on the consent of all members. A separate statutory event occurs after 180 consecutive days with no member.
That no-member event has a continuation route. Under § 35-3(c), the last member's legal representative has one year to agree in writing to continue the company and admit the representative or a nominee or designee as a member.
The company exists during winding up
Section 35-3 limits a dissolved LLC to winding up. Before that work is completed, the members may unanimously waive winding up and termination and resume the company's business; that route is unavailable for the judicial and administrative dissolutions excluded from this survey.
Under § 35-4, a member who did not wrongfully dissociate may participate in winding up. If no members remain, the last member's legal representative may act, or transferees holding a majority of the rights to receive distributions may appoint a wind-up person when that representative declines or fails.
Illinois does not require a termination tax-clearance attachment
Section 35-15 exhaustively lists the Statement of Termination's three facts: the LLC's name, a post-office address for process, and a statement that the LLC has been terminated. Form LLC-35.15 repeats those fields and does not require an Illinois Department of Revenue clearance certificate.
The online route has a separate status gate: the Secretary of State says the LLC must be in good standing. Tax closing is also separate from entity filing. IDOR directs a closing business to contact the department about tax liabilities and mark each applicable tax return as final.
Article 35 has no current claims-notice safe harbor
Current Article 35 contains no general direct-mail notice, publication, claim-submission deadline, or claim-bar process for an ordinary voluntarily dissolved LLC. Former § 35-5 is expressly repealed.
The operative protection is the wind-up and priority rule. Section 35-4(c) requires the wind-up person to discharge the company's debts, obligations, and other liabilities before completing the process.
Creditors are paid before members
Under § 35-10, assets first discharge obligations to creditors, including members who are creditors. The surplus then returns any contributions not previously returned and divides the remainder among members in equal shares.
Illinois Article 35 does not supply a separate optional contingent-claim reserve or publication procedure. That makes the duty to identify and address liabilities before distribution important even though no notice filing is required.
Termination is a post-wind-up filing
Section 35-15 requires the Statement of Termination only after the LLC has been wound up. The filing is executed in duplicate and states the name, process- mailing address, and that the company has been terminated.
Under § 5-45, a company-authorized person signs. If the dissolved company has no members, the person winding up under § 35-4 signs. Signing affirms under penalties of perjury that the facts are true and the signer has authority.
Filing costs $5 and ends ordinary existence
Section 50-10 and current Form LLC-35.15 set a $5 filing fee. The paper form is submitted in duplicate. The Secretary of State also offers online termination for an eligible good-standing LLC, paid by card with a processor fee.
Under § 35-20, existence terminates and the articles are deemed canceled when the Statement of Termination is filed. Current law does not provide the up-to- 30-day delayed date proposed in pending SB 3609.
A narrow revocation can relate back
Section 35-22 allows an eligible LLC to authorize revocation within 90 days after termination takes effect. A majority of members or managers approves, and the articles must certify that neither asset distributions nor a court- supervised winding-up proceeding has begun. Current Form LLC-35.22 carries a $5 fee.
Once filed, revocation relates back to the termination date and the LLC may resume business as though termination never occurred. Without revocation, § 35-20 still preserves suits, other proceedings, omitted-property transfers, and other appropriate action through the former managers or members acting as trustees for members and creditors.
What trips people up
The Statement of Termination is not the step that begins winding up. Illinois requires the company to complete winding up first, then file the statement that ends ordinary legal existence. Filing early can conflict with the statutory certification that the LLC has already been terminated internally.
The online portal's good-standing gate is not an IDOR tax-clearance certificate. The Secretary of State filing and the Department of Revenue's final-return and tax-liability process remain separate tasks.
Common questions
Can one member dissolve an Illinois LLC?
Not through the default consent route. All members must consent unless an event or circumstance in the operating agreement itself causes dissolution.
Must the LLC notify every creditor before filing?
Article 35 does not create a general mandatory notice or claim-bar procedure. The LLC must still discharge its debts, obligations, and liabilities and put creditors ahead of member distributions.
Does termination erase a lawsuit or forgotten property?
No. Section 35-20 preserves suits and other appropriate action and authorizes the former managers or members, as trustees, to convey or distribute property found after termination.
Can the company undo a filed termination?
Sometimes. Section 35-22 provides the 90-day revocation route, subject to its approval and no-distribution/no-court-supervision certifications.
Statutes and sources
- 805 ILCS 180/35-1 — dissolution events and all-member consent. Official text, accessed July 28, 2026.
- 805 ILCS 180/35-3 and /35-4 — continuation and winding-up authority. Official § 35-3 and § 35-4, accessed July 28, 2026.
- 805 ILCS 180/35-5 and /35-10 — repealed former section and current distribution priority. Official § 35-5 and § 35-10, accessed July 28, 2026.
- 805 ILCS 180/5-45, /35-15, and /35-20 — signer, statement, and filing effect. Official § 5-45, § 35-15, and § 35-20, accessed July 28, 2026.
- 805 ILCS 180/35-22 and /50-10 — revocation and fee. Official § 35-22 and § 50-10, accessed July 28, 2026.
- Illinois Secretary of State, Form LLC-35.15, Form LLC-35.22, and online termination instructions, accessed July 28, 2026.
- Illinois Department of Revenue, Closing Your Business, accessed July 28, 2026.
- Illinois General Assembly, SB 3609 status and introduced text, checked September 10, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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