Most guides to closing an LLC are written as if the filing were the job. It is the easy part: a one- or two-page form, a fee between nothing and a couple of hundred dollars, and a few days of processing. The part that actually decides whether the company is closed — or whether it keeps generating tax bills and penalties for years under your name — is the sequencing around it: what the state's tax agency needs to see first, what the LLC still owes for the year it closes, and what the IRS needs after. This guide lays out that sequence, then compares five states whose dissolution rules differ enough to be worth reading separately: California, Florida, Delaware, New Jersey and Texas. Every fee and rule on this page was checked against the state's own form, fee schedule or statute on 12 September 2026; the sources are linked where they matter.
The order of operations
Dissolution goes wrong when people file in the wrong order. The state form is usually the last document, not the first, because several states will reject it — or accept it and leave you with a tax debt — unless the tax side is settled. The safe order, in every state, is:
- Decide to dissolve the way your operating agreement says. Most agreements require a member vote at a stated threshold; a single-member LLC just records the decision in writing. Texas's form asks you to certify that the decision was approved in the manner your governing documents require, and California requires a separate Certificate of Dissolution unless the vote was unanimous.
- Wind up: stop trading, collect what you are owed, pay what you owe, distribute what is left. Every LLC statute makes the company continue to exist for this purpose after it decides to dissolve. Florida's statute says it plainly: on filing, the LLC 'shall cease conducting its business and shall continue solely for the purpose of winding up its affairs'. Close the bank account last, after the final fee cheques have cleared.
- Settle the state tax agency. This is the step that varies most. Texas requires a Comptroller certificate of account status attached to the termination form. Delaware requires every annual tax paid through the cancellation date before it will file. California requires a final Franchise Tax Board return and the $800 for the final year. Florida and New Jersey require no clearance from an LLC at all.
- File the state dissolution or cancellation. The names differ — Articles of Dissolution (Florida), Certificate of Cancellation (Delaware, California), Certificate of Dissolution (New Jersey), Certificate of Termination (Texas) — but the content is the same: the LLC's name, its formation date or file number, the reason, and a signature.
- Close the federal account: final return with the final-return box checked, then the EIN deactivation letter.
- Cancel everything that renews: the registered agent subscription, any foreign registrations in other states (each needs its own withdrawal filing), state sales-tax and payroll accounts, city business licences, DBAs. A registered agent contract in particular keeps auto-renewing until you tell the provider the LLC is gone.
What the five states charge — and what they require first
| State | Filing | State fee | Tax clearance first? | Where to file |
|---|---|---|---|---|
| California | Certificate of Cancellation (LLC-4/7), plus Certificate of Dissolution (LLC-3) unless the vote was unanimous; Short Form Cancellation (LLC-4/8) if under 12 months old | $0 | Final FTB return and the $800 for the final year; no certificate | bizfile Online only (Full Access required since 1 July 2026) |
| Florida | Articles of Dissolution (§605.0707) | $25 | No | Sunbiz online, or form CR2E048 by mail |
| Delaware | Certificate of Cancellation (§18-203) | $220 | All annual tax paid through the cancellation date — the $400 tax is due on cancellation | Paper form to the Division of Corporations |
| New Jersey | Certificate of Dissolution (§42:2C-49), then Statement of Termination | $100 | No — but the LLC must be in good standing (all $75 annual reports filed) | Business Endings online service, or form L-109 by mail |
| Texas | Certificate of Termination (Form 651) | $40 | Yes — Comptroller Certificate of Account Status (Form 05-305) must be attached | SOSDirect / SOSUpload, or by mail in duplicate |
| Washington | Articles of Dissolution | $0 | No | CCFS online |
Two things stand out. The cheapest states to leave are the most expensive to stay in: California and Washington charge nothing to dissolve because the state's income comes from the $800 minimum franchise tax and the $70 annual report respectively, both of which keep accruing until you file. And the two states that demand a tax sign-off first, Texas and Delaware, are also the two where an unfiled LLC's liability grows fastest: Texas forfeits an LLC that misses its franchise-tax filing and holds the owners personally liable for debts incurred during forfeiture; Delaware adds a $200 penalty and 1.5% monthly interest to the $400 the moment June 1 passes.
The mistake that costs the most: not dissolving at all
Every state in this guide keeps an LLC alive, and billing, until it receives a dissolution filing or gets around to revoking the company itself. The revocation is not a favour. In New Jersey, two missed annual reports lead to revocation, and an LLC must be reinstated — all missed reports plus reinstatement and late fees — before it can even file to dissolve. In Delaware the annual tax simply keeps accruing with penalty and interest, and the LLC loses the right to sue in Delaware courts until it is paid. In California the Franchise Tax Board suspends the LLC and the $800 keeps accruing for every year it exists on paper. Florida is the mildest: a missed annual report costs a flat $400 late fee, then administrative dissolution in September — but reviving the company later costs $100 plus every annual report missed. If you have stopped using an LLC, the cheapest day to dissolve it is today.
Timing: the year you close
Dissolve early in a year and you can still owe that year's tax. Delaware's statute makes the annual tax due 'on the first day of June following the close of the calendar year or upon the cancellation of a certificate of formation' — so a cancellation filed in March triggers the current year's $400 alongside the $220 fee. California's rule is the mirror image: the FTB stops the $800 for tax years after the final return, provided the LLC pays the $800 for the final year, does no business afterwards, and files its cancellation within 12 months of that return. Texas's Comptroller certificate is valid only through 31 December of the year it is issued, so a certificate requested in November needs the SOS filing to follow within weeks. In each case the practical rule is the same: file the state dissolution in the same tax year as the final return, and before the next annual bill falls due.
California has a specific answer: an LLC that is under 12 months old, has no debts, never did business and has distributed any assets can file the Short Form Cancellation (LLC-4/8) and is not subject to the $800 for its first year at all. The other four states have no equivalent; the ordinary filing applies, with the ordinary fee. Delaware's $400 is owed even if the LLC never opened a bank account.
The federal side: final return and the EIN
The state filing ends the LLC as a legal entity; it does nothing at the IRS. Two things close the federal account. First, a final tax return for the year the business closes: a single-member LLC reports on Schedule C of the owner's 1040 as usual; a multi-member LLC files Form 1065 with the final return box checked (near the top of the front page) and the final K-1 box checked on each partner's Schedule K-1. If the LLC paid any contractor $600 or more that year, the 1099-NECs are still due. Second, the EIN. The IRS is explicit that an EIN is never cancelled — it is the entity's permanent number — but the business account can be deactivated by letter once every return is filed and every balance paid. The letter needs the EIN, the legal name, the address and the reason, ideally with a copy of the original EIN assignment notice; the IRS's current EIN page lists mail stops in Kansas City and Ogden (irs.gov). Keep employment-tax records for at least four years after closing.
Dissolving in one state to form in another
A common reason to dissolve is a move: the owner has relocated, or the business is now entirely in a different state, and the LLC is registered in the wrong one. The cheapest route is usually to form a new LLC where the business actually operates and dissolve the old one, unless the old LLC holds contracts, licences or an EIN history worth preserving — in which case several states offer a conversion or domestication filing that moves the entity without ending it (Florida's form is CR2E143). Whichever you do, our best-state guide covers why the operating state is nearly always the right one, and the cost calculator shows what the new state will charge over five years.
How this guide was built
Each state's filing fee, form and clearance rule was taken from the state's own form or fee statute on 12 September 2026 — Delaware's cancellation form and 6 Del. C. §18-1107, Florida's form CR2E048 and its e-file page, California's Secretary of State fee table and FTB Publication 3556, New Jersey's N.J.S.A. 42:2C-93 and the Division of Revenue's Business Endings page, and Texas's Form 651 with the Comptroller's terminate-a-business page. The IRS steps are from irs.gov's closing-a-business and EIN pages. The verification log is in our fee-accuracy audit.