How to dissolve an LLC in Illinois

What does it cost to dissolve an LLC in Illinois?

The Illinois Secretary of State charges a filing fee to record Articles of Dissolution for an LLC. Budget for something around $100, and confirm the current figure on the Secretary of State's business services site before you file, Illinois has adjusted its LLC-related fees more than once, so a number quoted in an old guide can be stale. There is no separate tax-clearance charge stacked on top for an LLC.

As with most states, the filing fee is the small number. The larger cost is what an Illinois LLC keeps owing if you leave it open, the annual report, plus any penalties for filing it late. Dissolving is what stops those obligations, so the economics favour filing promptly rather than letting the entity sit and accrue.

Fees and rules change; we confirm the current figures with the Secretary of State before we file. Compare states on the main dissolution guide.

How do you dissolve an LLC in Illinois, step by step?

Illinois follows the standard sequence. The order is what keeps it clean, the errors people make are skipping the winding-up or forgetting the federal account, not fighting the state form itself.

1. Vote to dissolve and record it. Approve the dissolution the way your operating agreement requires and put the decision in writing. This internal record underpins the rest.
2. Wind up the business. Notify known creditors, settle or set aside money for debts, collect receivables, and distribute anything left to members. Handle debts before distributionsnot after.
3. File Articles of Dissolution (Form LLC-35.15). Submit them to the Illinois Secretary of State, online or by mail, and pay the state fee. This is the step that ends the entity at the state level.
4. Settle the Illinois tax side. File final Illinois returns and clear any balance with the Department of Revenue, including personal property replacement tax and sales tax if they applied.
5. File final federal returns and close the IRS account. Mark your final federal return final and send the IRS a letter to close the business account tied to your EIN.
6. Cancel everything else. Local business licenses, any sales-tax registration, DBAs (assumed names), and registrations in other states. Loose registrations keep generating notices.

Which form do you file in Illinois?

An Illinois LLC files Articles of Dissolution with the Secretary of State. The form is generally found in the LLC-35.15 family, but confirm the exact current number and version on the Secretary of State's site, because Illinois updates its forms and the online filing path periodically. It records that the LLC has wound up its affairs and is ending its existence.

This is the same kind of document as the generic articles of dissolution used in other states, the single filing that closes the entity. Illinois keeps the “articles of dissolution” naming, which makes it easy to match against the general guidance, but always file the current version the Secretary of State lists rather than an old PDF found elsewhere.

Does Illinois require tax clearance first?

No, Illinois does not gate an LLC dissolution on a separate tax-clearance certificate. The Secretary of State will accept your Articles of Dissolution without a clearance letter from the Department of Revenue. That puts Illinois in the simpler camp, unlike Texas or New Jersey where the filing cannot finish until the tax authority signs off.

The obligations to close are the ordinary ones for how the LLC was treated federally and at the state level: a final income-related return, replacement tax if it applied, withholding if there were employees, and sales tax if it ever collected any. None block the dissolution, but leaving them open undercuts the clean close you are filing for.

How long does it take in Illinois?

The paperwork takes a day or two to prepare. Illinois online filings are generally processed faster than paper, often within a week or two in normal periods, while mailed filings and busier stretches run longer. Because the Secretary of State's queue moves, confirm the current window rather than banking on a date. Start the final returns in parallel so the tax side isn't what holds up your close.

Confirm current processing times with the Secretary of State before relying on a date, the queue moves.

What about your EIN and final taxes?

Filing Articles of Dissolution closes the Illinois entity. It does not touch your federal tax life. The IRS does not cancel an EIN, the number is permanent and never reassigned, so what you actually do is close the IRS business account behind it. The IRS will not close that account while final returns are outstanding, and the Illinois filing gives the IRS no signal at all.

On the federal side, what you file depends on how the Illinois LLC was taxed, and getting this right is half of a clean close. A single-member LLC reports its final activity on the owner's Schedule C; a multi-member LLC files a final Form 1065 partnership return with the “final return” box checked and issues final Schedule K-1s to the members; and an LLC that elected corporate treatment files a final corporate return along with IRS Form 966. If the LLC ever had employees, file the final employment tax returns, Forms 941 and 940, and issue final W-2s. Marking each of these “final” is the signal that tells the IRS to stop expecting them next year, and it is what clears the way to close the business account behind your EIN once you send the written request. Keep copies of every final return and the closure letter; if a notice ever arrives for the closed LLC, that paperwork is what resolves it quickly.

On the state side, file your final Illinois return marked final and confirm that dissolving stops the annual report. A dissolved Illinois LLC no longer owes that report, one of the quiet reasons to file rather than let the company drift and accrue late fees.

What if you never used the Illinois LLC?

This is the lighter case. If your LLC registered but never traded, there is usually little or no tax to settle, and the Articles of Dissolution are a short filing. If it never obtained an EIN, a state-only dissolution is generally the whole job.

The pitfall is treating a dormant Illinois LLC as free to ignore. The annual report keeps coming due until the entity is dissolved, late fees stack up, and an ignored LLC is eventually administratively dissolved by the state, messier than a clean voluntary filing. Filing now stops the meter. A specialist can confirm the simplest route for your dates before you pay for anything.

Rather have it handled?

We prepare and file the Articles of Dissolution, guide the final Illinois returns, and, if your LLC ever had an EIN, close the IRS business account too. Two situations, two prices, a specialist call in both. If you're not sure which is yours, a specialist is on WhatsApp 24/7 and will tell you straight, even when the honest answer is the $99 or nothing at all.