Dissolving an LLC has two sides. The internal side is the members' decision and the winding up of the business: debts, contracts, final accounts. The state side is a filing with the office that holds the company's record, which ends its legal existence. Do both, in that order, and keep copies of everything.
Before you file
Read the operating agreement. It usually says how many members must agree to dissolve. Record the decision in writing and sign it.
Then look up the company in the state's business search. If any report or fee is missing, file and pay it first. Many states will not accept a dissolution from a company that is not in good standing.
The state filing
The form has different names: articles of dissolution, certificate of cancellation, certificate of dissolution or statement of dissolution. Some states use one form, others want a dissolution first and a final cancellation once the business has wound up. File it on the state's portal or by mail, with the state's fee.
After the filing is accepted, the company's status in the business search changes to dissolved, cancelled or terminated. Save the stamped copy: banks, the IRS and buyers may ask for it.
Taxes and accounts
File the final federal and state tax returns and mark them final. Close payroll and sales tax accounts with the state tax agency. Close the bank account once the last payment has cleared. Cancel local licenses and permits.
Other states
If the LLC is registered as a foreign company in other states, each one needs its own withdrawal or cancellation. Otherwise those states keep billing for yearly reports. The office pages on this site link each state's filing portal.
Voluntary or administrative dissolution
A voluntary dissolution is the one you file. An administrative dissolution is the one the state files against you, usually after missed reports or fees, or when the company has no registered agent. The second one ends the company's good standing but not always its debts: unpaid fees and penalties can stay on the record, and in many states the company can be reinstated within a set time by filing what is missing.
If you want the company gone for good, do not wait for the state to dissolve it. File the dissolution yourself, so the record shows the date you closed and the reason. It also stops new report reminders and late fees from piling up while the state works through its own process.
Keep these records
Keep the members' written decision, the accepted state filing, the final tax returns and the bank closing letter together for several years. Questions from a tax agency, a former partner or a buyer can come long after the company has closed.
Before you close the company, check for open liens with a UCC search, and see UCC-3 terminations if a lender has a filing against it.