LLC Voluntary Dissolution and Closure Packet

CONNECTICUT LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic LLC closing. Excludes disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, series LLC, professional LLC, regulated entities, and unresolved ownership or authority disputes.

Separate systems remain separate. A Connecticut dissolution filing does not itself close federal tax, payroll, state tax, license, bank, contract, insurance, or foreign-registration accounts.

1. ENTITY AND ROUTE CHECK

☐ Business record, certificate, operating agreement, amendments, and ownership records reviewed.

2. CONNECTICUT AUTHORIZATION GATE

Conn. Gen. Stat. § 34-267 permits dissolution upon an operating-agreement event or the consent of a majority in interest of the members. Check whether the operating agreement changes procedures or supplies the event used.

☐ Attach the operating-agreement event or approval by a majority in interest.

☐ Approval calculation, governing-document procedures, effective date, and filing authority documented.

Member approval record

The undersigned members approve dissolution of [LLC Name] effective [__/__/____], authorize winding up, and authorize [Name/Title] to file the Connecticut Certificate of Dissolution.

3. WINDING-UP PLAN

Conn. Gen. Stat. § 34-267a requires prompt filing of a certificate of dissolution and directs the dissolved LLC to discharge liabilities and wind up.

☐ Stop ordinary business except documented wind-up activity.

☐ Inventory and collect assets; inventory liabilities, taxes, claims, guarantees, liens, and contingencies.

☐ Preserve records and litigation holds.

☐ Pay, resolve, or make legally sufficient provision for liabilities before member distributions.

☐ Apply the operating agreement and Connecticut law to final distributions.

Known-claim log

Do not improvise a claims-cutoff notice. Use a statutory procedure only after counsel confirms every requirement.

Asset and distribution ledger

4. EMPLOYEES, TAXES, AND ACCOUNTS

☐ Final payroll, benefits, wage statements, federal returns, and information returns reviewed.

☐ Connecticut income, sales, withholding, unemployment, license, permit, and local accounts reviewed separately.

☐ Contracts, insurance, leases, bank, merchant, digital, and other accounts closed or assigned after outstanding items and retention needs are resolved.

5. CONNECTICUT FILING PREPARATION

Promptly file the Certificate of Dissolution through Connecticut Business One Stop or the current state-directed route. Verify the current form, fee, and portal requirements immediately before filing.

☐ Exact LLC name and Connecticut business ID confirmed.

☐ Dissolution date and signer authority documented.

☐ Filing acceptance, receipt, effective date, and rejection correspondence retained.

6. FOREIGN REGISTRATION INVENTORY

A Connecticut filing does not withdraw the LLC elsewhere. Complete each foreign-jurisdiction withdrawal separately.

7. FINAL CLOSURE CERTIFICATE

The undersigned certifies that authorization is attached; assets and liabilities were inventoried; liabilities were resolved or provided for before distributions; the required filing was accepted; separate tax, account, and foreign-withdrawal work was completed or assigned; and records will be retained at [Location] by [Custodian] through [Date].

Authorized person: [________________________________]

Title/capacity: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Connecticut Business, LLC dissolution guidance
• Connecticut Certificate of Dissolution form
• Connecticut General Assembly, current Chapter 613a
• Justia, Connecticut LLC dissolution provisions

Statute, form, and portal facts above are verified as of 2026-07-27 and must be checked again immediately before filing.