How to Dissolve an LLC in Illinois

File a Statement of Termination with the Illinois Secretary of State once your LLC is in good standing (805 ILCS 180/35-15). Wind up all company affairs, resolve liabilities, and pay the $5 filing fee. File online at https://apps.ilsos.gov/llcarticles/index.jsp or mail to the Secretary of State office. The LLC terminates once the state accepts your filing.

Before You File

Ensure your LLC is in good standing—all annual reports must be current with no outstanding penalties. Wind up all business operations and settle or provide for all company liabilities. If your LLC is delinquent on annual reports, reinstate it first by filing a reinstatement application, paying the $200 reinstatement fee, and clearing all delinquent fees and penalties.

File the Statement of Termination

Submit the Statement of Termination to the Illinois Secretary of State, Department of Business Services, Limited Liability Division. Online filing is fastest at https://apps.ilsos.gov/llcarticles/index.jsp. The $5.00 filing fee applies. You may also mail documents to:

501 S. Second St., Rm. 350, Springfield, IL 62756
69 W. Washington St., Ste. 1240, Chicago, IL 60602

The form must be signed by authorized persons as specified in your operating agreement or Illinois law.

Important Limitations

Online termination is only available if your LLC remains in good standing. If your LLC is already administratively dissolved, revoked, merged, converted, domesticated, or expired, you cannot file online. Contact the Secretary of State at (217) 524-8008 for guidance.

Illinois does not require a tax clearance certificate to dissolve, but you must file a final federal income tax return with the IRS and a final Illinois return with the Department of Revenue. Dissolution filing does not satisfy tax obligations.

After Dissolution

Once the Statement of Termination is accepted, the LLC ceases to exist as a legal entity. File final tax returns separately. Distribute remaining assets to members according to your operating agreement and notify creditors of the dissolution.

Contact Information

Illinois Secretary of State Phone: (217) 524-8008 Website: https://www.ilsos.gov/ Online Filing: https://apps.ilsos.gov/llcarticles/index.jsp

Verify your LLC's current status using the business entity search at https://apps.ilsos.gov/businessentitysearch/ before filing.

This is general information, not legal advice.