LLC Voluntary Dissolution and Closure Packet
DISTRICT OF COLUMBIA 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 District dissolution filing does not itself close federal or District tax, payroll, license, bank, contract, insurance, benefit-plan, or foreign-registration accounts.
1. ENTITY AND ROUTE CHECK
| Item | Information |
|---|---|
| Exact LLC name | [________________________________] |
| District file number | [________________________________] |
| Formation date | [__/__/____] |
| Registered agent/office | [________________________________] |
| Tax classification | ☐ Disregarded ☐ Partnership ☐ S corporation ☐ C corporation ☐ Other: [________] |
| Proposed dissolution date | [__/__/____] |
| Person leading winding up | [________________________________] |
☐ DLCP record, formation documents, operating agreement, amendments, and ownership records reviewed.
2. DISTRICT OF COLUMBIA AUTHORIZATION GATE
D.C. Code § 29-807.01 permits dissolution upon an operating-agreement event or the consent of all members. This packet does not cover judicial dissolution.
☐ Attach the operating-agreement event or unanimous member consent.
☐ Governing-document procedures, effective date, and authority to wind up and file documented.
Member approval record
The undersigned members approve dissolution of [LLC Name] effective [__/__/____], authorize winding up, and authorize [Name/Title] to submit the District filings.
| Member | Interest / voting basis | Approves | Signature | Date |
|---|---|---|---|---|
| [Name] | [____] | ☐ Yes ☐ No | [________________] | [__/__/____] |
| [Name] | [____] | ☐ Yes ☐ No | [________________] | [__/__/____] |
3. WINDING-UP PLAN
D.C. Code § 29-807.02 requires a dissolved LLC to discharge liabilities, marshal assets, and wind up.
☐ Stop ordinary business except documented wind-up activity.
☐ Inventory and collect assets; inventory liabilities, District and federal 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 District law to final distributions.
Known-claim log
| Claimant | Address | Basis | Amount/status | Notice date | Resolution/reserve |
|---|---|---|---|---|---|
| [Name] | [Address] | [Basis] | [Amount] | [__/__/____] | [Resolution] |
| [Name] | [Address] | [Basis] | [Amount] | [__/__/____] | [Resolution] |
Do not improvise a claims-cutoff notice. Use a statutory procedure only after counsel confirms every requirement.
Asset and distribution ledger
| Asset / cash source | Gross value | Costs | Liability reserve | Net distribution | Recipient |
|---|---|---|---|---|---|
| [Description] | $[____] | $[____] | $[____] | $[____] | [Name] |
| [Description] | $[____] | $[____] | $[____] | $[____] | [Name] |
4. EMPLOYEES, TAXES, AND ACCOUNTS
☐ Final payroll, benefits, wage statements, federal returns, and information returns reviewed.
☐ District tax, unemployment, basic-business-license, permit, trade-name, and regulated-activity accounts reviewed separately.
☐ Contracts, insurance, leases, bank, merchant, digital, and other accounts closed or assigned after outstanding items and retention needs are resolved.
5. DISTRICT OF COLUMBIA FILING PREPARATION
D.C. Code § 29-807.02 requires a statement of dissolution and permits a statement of termination after winding up is complete. Use the current DLCP CorpOnline route and verify current form names, fees, and portal requirements immediately before filing.
☐ Statement of dissolution uses the exact entity name and District file number.
☐ Dissolution event/date and filer authority documented.
☐ After winding up, statement-of-termination eligibility reviewed.
☐ Filing acceptance, receipt, effective date, and rejection correspondence retained.
6. FOREIGN REGISTRATION INVENTORY
| Jurisdiction | Registration number | Withdrawal form | Tax clearance | Filed / accepted |
|---|---|---|---|---|
| [State/Country] | [Number] | [Form] | ☐ N/A ☐ Required | [__/__/____] |
| [State/Country] | [Number] | [Form] | ☐ N/A ☐ Required | [__/__/____] |
A District 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; required filings were 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
Statute, form, and portal facts above are verified as of 2026-07-27 and must be checked again immediately before filing.
About This Template
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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