Dissolving an Illinois LLC
If you and other members of your organization are considering dissolving your LLC, it’s important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Illinois LLC.

Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through the unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful if someone does not remember to provide their consent.

What to file
You are responsible for taking the necessary actions to notify creditors prior to dissolving the Illinois LLC. Illinois requires that several forms, including the Articles of Dissolution, be submitted for filing purposes, along with filing fees. You will need to transmit documents regarding your Illinois LLC to the Illinois Secretary of State in person, by fax, online or by mail. By filing cancellation articles, you are formally terminating the LLC’s status as a business entity registered directly with the state. This is also referred to as the formal process of dissolution. This administrative step is required to terminate the obligations owed by the LLC. You will need to decide to pay all LLC liabilities, debts, and obligations. Illinois law does not stipulate that you maintain tax clearance prior to dissolving your LLC. However, if you missed the annual report due date because you did not properly dissolve your Illinois LLC, you will receive a notice of delinquency. Failure to file can result in fines and further delay the dissolution of your LLC.

We recognize that this process can be overwhelming and frustrating for someone while winding down the business of an LLC.

Impact of dissolution
Once formally dissolved with the state, the name of your Illinois LLC is not protected. Other entities may be eligible to use the name immediately.

Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Illinois. You will need to file your withdrawal from any state where you are foreign qualified.

Always consult a qualified lawyer and CPA for any business decision.