How to close an LLC

Published by Vermilion Vitez Holding LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

The steps, in order

1. Dissolution and winding up are two steps

   When an event described in the statute occurs, a Florida LLC delivers articles of dissolution for filing. The articles state the company's name, any delayed effective date, the occurrence that resulted in dissolution, and, if there are no members, the name, address, and signature of the person appointed to wind up the company (Fla. Stat. 605.0707).

   When the state files the articles and all fees are paid, it issues a certificate of dissolution. After that the company stops conducting business and continues only to wind up its affairs, with the exception of lawsuits, other proceedings, and appropriate action under the chapter.

2. The Florida filing and fee

   The articles of dissolution are filed with the Division of Corporations, and the fee schedule lists Articles of Dissolution or Withdrawal at $25.00.

3. The Texas path adds a tax step

   Texas will not accept a termination until the entity's tax account is current. The Comptroller's termination steps are to file all outstanding franchise tax and Public or Ownership Information Reports, file any required final franchise tax report, pay any tax, penalty, and interest due, close other tax accounts, request a certificate of account status, then submit to the Secretary of State the certificate of account status (Form 05-305), the termination forms, and the filing fees.

   The Secretary of State lists the termination fee for a Limited Liability Company at $40, requires a Certificate of Account Status for Termination from the Comptroller, and names an authorized manager or authorized member-manager as the signer. A printout of the Franchise Tax Account Status page cannot be used in place of the certificate.

   A final franchise tax report covers the entity's accounting data from the day after its last annual report period ends through a date within 60 days of the termination date. The certificate of account status is valid through December 31 of the year it is issued.

4. The IRS side: final return and closing the EIN account

   The IRS expects a final return for the year the business closes, and the form follows the LLC's federal classification: an LLC can be taxed as a partnership, as a corporation, or as an entity disregarded from its owner. A sole proprietor files Schedule C with the owner's Form 1040. A partnership files Form 1065 and checks the "final return" box and the "final K-1" box on each Schedule K-1. A corporation files Form 966 if it adopts a plan to dissolve, plus a final Form 1120 or 1120-S with the "final return" box checked.

   If the LLC had employees, it pays their final wages, makes its final federal tax deposits, and files a final Form 941 or 944 for the quarter of the last wage payment and Form 940 for that year, marking each as final. Payments to contractors in the closing year go on Form 1099-NEC; the 2026 threshold is covered in the guide on whether an LLC gets a 1099.

   To close the IRS business account, send a letter with the business's complete legal name, its EIN, its address and the reason for closing, with a copy of the EIN assignment notice if you kept it, to Internal Revenue Service, Cincinnati, OH 45999. The IRS will not close the account until every required return is filed and all tax owed is paid. Keep employment tax records for at least four years.

5. If the LLC was already dissolved

   Depending on the state, a company that fell out of good standing may need reinstatement before it can close. Vermilion Vitez sells reinstatement filings for a company that wants to restore good standing instead.

6. Filing help

   Vermilion Vitez sells dissolution and reinstatement filings.