Published October 6, 2026
How much does it cost to dissolve an LLC? The state filing fee runs $0 to $220, and the fee is the cheapest part of the answer. The temptation is to skip the paperwork entirely and just stop paying: stop the annual report, ignore the franchise tax, let the state sort it out. That costs more than dissolving properly in almost every scenario I can construct, because the fees you were trying to avoid keep accruing while the state takes its time noticing you are gone.
The filing fee by state: $0 to $220
The document is usually called Articles of Dissolution, Certificate of Dissolution, or Certificate of Termination, and you file it with the Secretary of State where you formed. Across all 51 jurisdictions the fee averages about $46. The spread:
- Free: California, Georgia, North Carolina, Washington, Wyoming, Connecticut, Utah, Idaho, Montana
- Under $50: Colorado ($10), Florida ($25), Ohio ($25), Texas ($40), Alaska ($25), Virginia ($25)
- $50 to $100: New York ($60), Pennsylvania ($70), Alabama ($100), Nevada ($100)
- The expensive end: Delaware ($200 to $220) and the District of Columbia ($220)
California deserves a closer look because "$0" is doing a lot of work there. Dissolving is free, but California requires clearance from the Franchise Tax Board confirming the $800 annual franchise tax is paid through the date of dissolution. A "free" dissolution on top of an $800 tax bill is not free. Always read the fee together with the tax clearance rule.
Tax clearance: the step that slows everything down
Several states will not accept your dissolution filing until you prove all state taxes are paid. The list includes Connecticut, Iowa, Minnesota, Nebraska, New Jersey, and West Virginia, among others, and Texas shows up on some lists too. Clearance means closing out your state tax accounts first, which can take weeks if there are outstanding returns. Start this before you file the dissolution, not after, because the filing clock does not pause while you wait on the revenue department.
Then there are the federal obligations, which exist in every state. File a final tax return for the year you close and check the final return box: Schedule C on your personal 1040 for a single-member LLC, final Form 1065 with final K-1s for a partnership, final 1120-S for an S-corp election. If the LLC had employees, final payroll returns and final W-2s. And the EIN does not cancel itself. The IRS keeps the account open until you write to their Cincinnati office requesting closure of the business account.
What it actually costs, all in
For a clean, debt-free, single-member LLC with no employees, the realistic budget is the filing fee plus a few hundred dollars for final return preparation if you do not do it yourself. That is the best case, and it is the case most dissolution guides describe.
The bill grows with complications. Past-due annual reports have to be brought current before most states will dissolve you. Unpaid franchise taxes come due with penalties. If the LLC owes creditors, settlements come before any distribution to members. Businesses registered in multiple states need a separate withdrawal filing and fee in each foreign state, which people forget until the "closed" business gets a penalty notice from a state they left years ago.
None of this requires a lawyer for a simple wind-down. But a business with debts, disputed ownership, employees, or substantial assets is worth professional help, because the order in which you pay creditors and close accounts has consequences that outlast the filing fee by years.
Why not just walk away
Because walking away does not close anything. The LLC keeps existing legally, which means it keeps owing annual fees, franchise taxes, and report filings. Miss those and the state adds penalties, then eventually dissolves you administratively, which sounds like the outcome you wanted except the loose ends stay open: the federal EIN stays active, state tax permits stay live, foreign registrations in other states keep accruing fees, and you can stay exposed to liability in the meantime. A voluntary dissolution costs a small filing fee up front and closes every door cleanly. Administrative dissolution is free and closes none of them.
Compare all 51 jurisdictions yourself.
LLC Cost by State shows every filing fee, annual report fee, and franchise tax with a 5-year total cost of ownership calculator.
Frequently asked questions
How much does it cost to dissolve an LLC?
State filing fees range from $0 to $220, averaging about $46 across all jurisdictions. The larger costs are usually back taxes, final return preparation, tax clearance, and creditor settlements, not the filing fee itself.
Which states require tax clearance before dissolving an LLC?
Connecticut, Iowa, Minnesota, Nebraska, New Jersey, and West Virginia are commonly cited, with Texas and others on some lists. California requires Franchise Tax Board clearance confirming the $800 annual franchise tax is paid. Check your Secretary of State's current requirements.
Do I need to file a final tax return when dissolving my LLC?
Yes. File a final federal return for the year you close and check the final return box: Schedule C for single-member LLCs, Form 1065 for partnerships, Form 1120-S for S-corp elections, plus final payroll returns if you had employees.
What happens if I just stop using my LLC instead of dissolving it?
The LLC keeps existing and keeps owing annual fees, franchise taxes, and filings. The state may eventually dissolve it administratively and add penalties, but your EIN, tax permits, and foreign registrations stay open. Formally dissolving stops the clock.
Does the IRS cancel my EIN when I dissolve?
No. EINs are never canceled. You must write to the IRS to request closure of the business account after filing your final return.
One LLC cost guide a week: subscribe to the newsletter for state-by-state fee explainers.
Not legal advice: Dissolution requirements vary by state and change over time. Verify current fees and procedures with your Secretary of State, and consult an attorney or CPA for a business with debts, disputes, or employees.