What are Articles of Dissolution?

Every LLC and corporation starts with a filing (Articles of Organization or Articles of Incorporation) and, if it's closed properly, ends with one. Articles of Dissolution is that closing filing. Once the state accepts it, the entity's status on the public record changes from active to dissolved, and the state stops expecting annual reports and franchise tax from it.

That's the whole job of the document. It's short, usually one or two pages, and most states publish a fill-in form for it. What trips people up isn't the form itself; it's knowing what the state wants written in each blank, what your state calls the form, and what the filing leaves undone.

What information goes on Articles of Dissolution

The details vary by state, but nearly every version asks for the same core facts.

The entity's exact legal name, spelled the way it appears on the state's record, including 'LLC' or 'Inc.' A mismatch is the most common reason a filing bounces.

The state file number, document number, or the date the original Articles of Organization or Incorporation were filed. Florida's LLC form, for example, asks for the date of filing of the articles of organization or the document number.

The effective date. Most states let you choose the filing date or a delayed date. Florida caps the delay at 90 days after the record is filed (Fla. Stat. 605.0207); other states use similar windows.

A statement that the dissolution was properly authorized. For an LLC, that's the members' vote or written consent under the operating agreement or the state's default rules. For a corporation, it's the board resolution plus shareholder approval, and some states want the vote counts or a statement that the shareholders approved it.

The reason for filing. Some states, Florida among them, include a line for it. One plain sentence is enough.

Winding-up statements. Depending on the state, the form may ask you to confirm that debts and obligations have been paid or provided for, that remaining assets were distributed to the owners, and that no lawsuits are pending or that provision has been made for them.

A return address and the signature of someone authorized to sign: a member or manager for an LLC, an officer for a corporation. Then the fee, if your state charges one.

What do you put for 'reason for filing'?

Keep it factual and short. 'The members voted to dissolve the company,' 'The company has ceased operations,' or 'The business was sold and the entity is no longer needed' all work. The state isn't grading the reason; it's recording it. Don't write anything that reads like a legal admission about unpaid debts or disputes. If a member vote happened, saying so is the cleanest answer because it doubles as your statement of authorization.

Which agency accepts the filing

In most states it's the Secretary of State, sometimes through a division with its own name: Florida's Division of Corporations (Sunbiz), Michigan's Corporations Division inside LARA, or Wisconsin's Department of Financial Institutions. A few states route business filings elsewhere: the Arizona Corporation Commission handles Arizona LLCs and corporations, and Virginia's State Corporation Commission handles Virginia's.

Whoever it is, it's the same agency that holds your formation record. You don't file Articles of Dissolution with the IRS, your county, or your registered agent, and there's no federal version of the document. Corporations do notify the IRS separately by filing Form 966 within 30 days of adopting a plan to dissolve, but that's a tax form, not a dissolution filing.

Most agencies now accept the filing online through their portal, and all of them still take paper by mail. Online filings generally process faster and let you download the stamped copy the same day it's approved. California went a step further and moved its corporation dissolution forms to online-only filing through bizfile Online as of July 1, 2026.

Certificate of Dissolution, Certificate of Termination, Articles of Cancellation: same idea, different names

States name the document differently, and the name usually follows the statute the entity was formed under. Corporation statutes talk about 'dissolution.' LLC statutes often talk about 'cancellation' or 'termination' of the certificate of formation. So one state may use two names: Delaware corporations file a Certificate of Dissolution, while Delaware LLCs file a Certificate of Cancellation.

Among LLC filings alone you'll see Articles of Dissolution (Florida, New York, North Carolina, Wisconsin, Wyoming), Certificate of Termination (Texas, Georgia), Certificate of Cancellation (Delaware, New Jersey, Massachusetts, and California's Form LLC-4/7), Articles of Termination (Arizona, Tennessee, South Carolina), Articles of Cancellation (Maryland, Virginia), Statement of Dissolution (Colorado, Idaho, Utah), and one-offs like Minnesota's Notice of Dissolution and Louisiana's Affidavit of Dissolution.

California adds a wrinkle: an LLC may need two documents, a Certificate of Dissolution (LLC-3) followed by a Certificate of Cancellation (LLC-4/7), and the state's instructions spell out when the LLC-4/7 alone is enough. California stock corporations file their own pair, a Certificate of Election and a Certificate of Dissolution, with a short-form option for corporations less than twelve months old.

Whatever your state calls it, the function is identical: it's the record that ends the entity. When you search for 'articles of dissolution' and your state's site shows a different name, that's the form you want.

What filing Articles of Dissolution does, and what it doesn't do

It does one thing well: it ends the entity's legal existence on the state record as of the effective date. From then on the state stops billing annual reports and franchise tax for future years, the entity can't take on new business, and the clock starts on the wind-up period during which creditors can still bring claims against what's left.

It does not file your final federal or state tax returns; those go to the IRS and your state revenue department separately, marked final. It does not close your IRS business account or 'cancel' your EIN; that takes a letter to the IRS after the last return is filed. It does not cancel city or county licenses, sales tax permits, professional licenses, or a DBA, and it doesn't withdraw the entity's registration in other states where it qualified to do business. In New York and Nebraska it doesn't satisfy the newspaper publication requirement either. And it doesn't erase debts; it changes who can be reached and for how long.

That's why every good close-out treats the dissolution filing as the center of a checklist rather than the whole checklist.

How much it costs and how long it takes

The state fee runs from nothing to a couple hundred dollars. California charges no fee for its LLC dissolution and cancellation forms. Florida charges $25 for an LLC's Articles of Dissolution, with an optional $30 certified copy and $5 certificate of status. Delaware charges $220 to cancel a domestic LLC, and it also requires the LLC's annual taxes to be paid before it will accept the cancellation. Corporations often pay a different fee than LLCs in the same state, and states with a tax-clearance rule, Texas for one, want the revenue department's sign-off attached before the filing counts.

Processing ranges from same-day on some online portals to several weeks by mail. If you'd rather not work out the form and the portal yourself, DissolveYourBusiness.com prepares and files the dissolution for a flat $75 plus the state fee, in any state, and submits it within 3-5 business days of your order.

Where to get the form (and why you don't need a template)

Get it from your state's business-filing agency. Every state posts its own form or an online workflow, free, and that's the version the examiner is trained to accept. Third-party 'Articles of Dissolution templates' add nothing; a state will reject a document that doesn't carry its required statements, and many require their exact form. If you want to see what your state's version looks like before you start, the state-specific pages on this site link straight to each agency and name the form you'll be filing.