How to Dissolve an LLC in North Carolina
To dissolve your North Carolina LLC, obtain internal member approval, wind up business affairs and settle liabilities, file final tax returns with the Department of Revenue, and submit Articles of Dissolution to the Secretary of State with a $30 filing fee under N.C.G.S. §§ 57D-6-01, 57D-6-07, and 57D-6-08. North Carolina does not require a separate tax-clearance certificate.
Dissolution Steps
1. Approve Dissolution Internally Members must authorize dissolution according to your operating agreement. Document this decision in writing before proceeding with state filings.
2. Wind Up Business Affairs Settle all known liabilities and outstanding claims. Collect receivables and liquidate assets as needed. Ensure creditors are paid and obligations resolved before filing dissolution documents.
3. File Final Tax Returns Submit a final return to the North Carolina Department of Revenue. Close any state tax registrations or accounts associated with your LLC. While North Carolina does not require a tax-clearance certificate under N.C.G.S. § 57D-6-08, completing final tax filings prevents future compliance issues.
4. File Articles of Dissolution Submit Articles of Dissolution to the North Carolina Secretary of State, Business Registration Division. Include your LLC name, filing date, and dissolution details. The filing fee is $30.
File online at https://www.sosnc.gov/online_filing/filing/creation or mail to: North Carolina Secretary of State Business Registration Division PO Box 29622 Raleigh, NC 27626-0622
Key Points
No Tax-Clearance Certificate Required Unlike some states, North Carolina does not require a separate tax-clearance certificate before dissolution. However, you must still complete final state tax filings and close Department of Revenue registrations.
Avoid Administrative Dissolution If your LLC misses annual report deadlines by 60 days, the Secretary of State may administratively dissolve it under N.C.G.S. § 57D-6-06. File Articles of Dissolution voluntarily to maintain control and avoid reinstatement complications.
Member Liability Dissolution does not automatically shield members from liability for pre-dissolution debts. Resolve all known claims during wind-up to minimize exposure.
Contact Information
For questions about dissolution filings, contact the North Carolina Secretary of State at (919) 814-5400 or visit https://www.sosnc.gov/divisions/business_registration. Search your business status at https://www.sosnc.gov/online_services/search/by_title/search_Business_Registration before filing.
This is general information, not legal advice.