How to dissolve a PLLC

What is a PLLC, and why does closing it differ?

A PLLC, a professional limited liability company, is an LLC that licensed professionals use to practice a regulated field: law, medicine, dentistry, accounting, architecture, engineering, veterinary medicine and similar. Many states require licensed owners to form a PLLC rather than an ordinary LLC precisely so that a professional licensing board keeps oversight of the entity. That oversight is the whole reason dissolving a PLLC has one extra track that a standard LLC dissolution does not.

Everything else is familiar. The company still exists in the eyes of your Secretary of State and your state tax authority until you file the paperwork, and it keeps owing annual reports and franchise or minimum taxes until you do. So a clean PLLC closure has the same two halves as any LLC, a state half that ends the entity and a federal and tax half that ends its obligations, plus a professional layer sitting on top of both.

How do you notify your licensing board?

This is the step unique to professional entities, and it is the one people forget because the Secretary of State never mentions it. Depending on your state and profession, the board that authorized your PLLC may require written notice that the entity is dissolving, confirmation that active client or patient matters have been wound down or transferred, or in some cases a clearance letter before it will consider the professional registration closed.

The specifics vary too much to state a single rule, a state bar, a medical board and a board of accountancy each have their own process, and the same profession differs from state to state. The reliable move is to contact your board directly, or check its rules for “dissolution,” “withdrawal” or “closing a firm,” before you file the state paperwork. Doing it in that order means the state filing and the board notice line up, rather than leaving a licensing question open after the company already shows closed.

How do you dissolve a PLLC, step by step?

The sequence puts the professional obligations where they belong, at the front:

1. Confirm your board's requirement. Find out whether your licensing board wants notice or clearance, and what winding down client matters means for your field.
2. Vote and record the decision. The professional members approve dissolution the way the operating agreement requires and write it into a short resolution.
3. Wind down client matters and records. Close or transfer open files, notify clients or patients, and set up record retention for the period your board requires.
4. File articles of dissolution with your state. The form is the same one a regular LLC files, its name differs by state, from a Certificate of Cancellation to Articles of Dissolution or Termination.
5. File final returns and close the IRS account. Mark your final federal and state returns final, and close the IRS business account attached to your EIN.
6. Cancel everything else. DBAs, entity-level professional registrations, permits, foreign registrations and your registered agent.

What does it cost to dissolve a PLLC?

The state filing fee is identical to a standard LLC because it is the same Secretary of State filing, from $0 in California to roughly $200 in Delaware, with most states between $25 and $100. There is no separate “professional” surcharge at the Secretary of State, though your licensing board may have its own small closing fee. If you would rather not handle the moving parts, our fee is $99 for an entity that never really traded, or $399 for one that operated and needs its IRS and state tax accounts closed as well, always plus the state fee at cost. See how the two packages compare.

What happens to your IRS account and EIN?

The IRS does not cancel an EIN, the number is permanent and is never reassigned. What you close is the business account attached to it, and the state dissolution filing does not do that for you. The IRS also will not close the account while final returns are outstanding. Almost every PLLC obtains an EIN to run payroll or open a bank account, so this step nearly always applies, and it is the single most-missed part of closing a professional entity. Full detail is on closing your IRS business account.

What about client records and the malpractice tail?

Two professional duties outlive the company. First, record retention: most boards require client, patient or engagement files to be kept for a set number of years after the matter closes, and dissolving the entity does not shorten that. Plan for secure storage, transfer to another licensed provider, or a records custodian, and make sure clients know how to reach their files.

Second, the malpractice or professional-liability tail: closing the entity does not end exposure for work done while it was open. Many professionals buy “tail” coverage, an extended reporting period on their policy, so a claim made after the firm closes is still covered. That is a conversation with your insurer, not with the Secretary of State, but it belongs on the closing checklist so nothing about the wind-down is left uncovered.

How is this different from dissolving a standard LLC?

Side by side, the state and tax steps are the same: file the dissolution, file final returns, close the IRS account, cancel registrations. The differences are all professional. A PLLC may owe its licensing board notice; it carries record-retention duties tied to a regulated field; and it often wants tail insurance. A regular LLC has none of those. If your entity is actually a professional corporation rather than a PLLC, the corporate version adds Form 966 and a plan of dissolution on top. When you are unsure which entity you actually have, the honest first step is to check your formation documents.

Rather have it handled?

We handle the state filing, the IRS business account and the final-return guidance, and we will flag anything your specific board requires so the professional side does not get skipped. If you are not sure whether you are a $99 or $399 case, a specialist is on WhatsApp 24/7 and will tell you straight, even if the honest answer is the cheaper package.

This page is general information about dissolving a professional LLC, not legal or tax advice. Your licensing board's rules on notice and record retention govern in your state and profession.