Voluntary LLC Dissolution and Cancellation Requirements in Vermont
At a glance
| Governing law and scope | 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) |
|---|---|
| Dissolution event and approval | 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) |
| Pre-filing status and tax clearance | 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) |
| Winding-up authority and powers | 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) |
| Creditor notice and claims | 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) |
| Debts, reserves, and distributions | 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) |
| Termination filing and signer | 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) |
| Fee, method, and effective date | $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) |
| Survival, revocation, and post-closure | 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) |
Requirements one by one
The agreement controls the consent threshold
An operating-agreement event can trigger dissolution. The agreement can also set the number or percentage of members whose consent is required. If it does not contain a dissolution-approval rule, § 4101(a)(2) requires every member to consent. The vote begins dissolution; it does not terminate the entity.
Members wind up before filing termination
Section 4103 (§ 4103) lets a member participate in winding up and permits court supervision for good cause. During that phase the LLC must discharge debts, close its activities, marshal its assets, and distribute them. It may preserve the business as a going concern only for a reasonable time and may litigate, transfer property, or settle disputes as part of winding up.
A statement of dissolution is optional under § 4103(b)(2)(A). The later Articles of Termination are the filing that ends legal existence after winding up.
Known-claim notice is an elective safe harbor
Section 4107 (§ 4107) says a dissolved LLC “may” dispose of known claims through its notice procedure. If the LLC chooses that route, its written notice must give a claimant at least 120 days after receipt to submit the claim. A claimant whose timely claim is rejected must receive a record warning that suit is required within 90 days.
That procedure does not cover a contingent liability or a claim based on an event after dissolution. The LLC winding-up subchapter does not provide a publication procedure for those claims.
Creditors come before members
Section 4106 (§ 4106) first applies assets to creditors, expressly including members who are creditors. The remaining cash returns members' unreturned contributions, then divides the residue in proportion to capital contributions. Sections 4056 and 4057 (§ 4056; § 4057) also bar insolvent distributions and provide a two-year period for an unlawful-distribution proceeding.
Articles of Termination end the entity
The articles state the LLC's name, dissolution date, and that the business has been wound up and legal existence terminated. A company-authorized person or agent signs, gives the signer's name and capacity, and affirms accuracy under penalty of perjury (§ 4025).
The current SOS fee table lists a $20 fee under § 4012. The agency's end-business page sends existing entities to the online account system; its general filing page says paper forms are available by request even though they are not posted online. The articles take effect on filing or on a stated later date, subject to the general 90-day limit.
Dissolution can be reversed before winding up finishes
11 V.S.A. § 4102 permits the members to waive winding up and termination before winding up is complete. The default is unanimous action, though the operating agreement may use a different dissolution or liquidation threshold. The LLC then resumes as if dissolution never happened, without impairing specified third-party rights that arose before notice of the waiver.
What trips people up
The optional statement of dissolution and the Articles of Termination do different work. A dissolution event begins winding up, and § 4103 permits a public statement recording that status. Only the later § 4105 filing certifies that winding up is complete and terminates legal existence.
The known-claim procedure is not a complete answer for contingent or later-event claims. Section 4107(d) expressly excludes both categories, while §§ 4101-4107 contain no separate publication safe harbor.
Common questions
Must every member approve dissolution?
Only if the operating agreement lacks its own dissolution-approval provision. The agreement may specify another number or percentage.
Is a tax-clearance certificate attached to the filing?
Neither § 4105 nor the SOS public end-business instructions list a Vermont tax- clearance certificate as an Articles of Termination attachment.
Can the Articles of Termination use a later effective date?
Yes. Section 4105 allows one, and § 4026 limits a delayed effective date to no later than the 90th day after filing.
Can an inaccurate termination filing be corrected?
Articles of correction under § 4027 may correct a false or erroneous statement or defective signature. That is a correction mechanism, not a general revival procedure.
Statutes and sources
- 11 V.S.A. § 4101 — dissolution events and default unanimous consent (accessed July 28, 2026).
- 11 V.S.A. §§ 4102-4103 — continuation, waiver, and winding up (accessed July 28, 2026).
- 11 V.S.A. §§ 4105-4107 — termination articles, distribution order, and known claims (accessed July 28, 2026).
- 11 V.S.A. §§ 4025-4027 — signing, effective dates, and correction (accessed July 28, 2026).
- 11 V.S.A. §§ 4056-4057 — distribution limits and liability (accessed July 28, 2026).
- Vermont SOS fee schedule and end-business page — $20 fee and online filing route (accessed July 28, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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