How Much Does It Cost to Dissolve an LLC?

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Dissolving an LLC costs from $0 to about $100 or more in state filing fees for Articles of Dissolution - Florida charges $25, Texas charges $40 for a Certificate of Termination, and California charges no fee to cancel. Your real total also depends on any back franchise taxes and penalties you must clear first, plus optional attorney or accountant fees.

What Goes Into the Cost of Dissolving an LLC

The cost of dissolving an LLC has four parts: the state filing fee for the dissolution document, any back taxes and fees you must bring current, the cost of any required tax clearance, and optional professional help. For a simple, debt-free LLC that has kept its filings current, the only real expense is the state filing fee - often under $100 and sometimes zero. For an LLC that fell behind, the back franchise taxes, penalties, and interest usually dwarf the filing fee. This page breaks down each component; for the process itself see how to dissolve an LLC and the broader how to close a business checklist.

It helps to separate two very different numbers. The first is the sticker price of dissolution - the state's filing fee for the termination document, which is fixed and usually modest. The second is the true cost, which adds any taxes and penalties you must clear to be allowed to file, plus any professional fees you choose to pay. For a business that closes on time and with clean books, the sticker price is essentially the whole cost. For a business that drifted for a few years, the taxes and penalties are usually the largest line by far, and the filing fee is a rounding error. The rest of this page walks through each component so you can estimate your own total.

State Articles of Dissolution Filing Fees

The state filing fee is the price to file the document that legally terminates the LLC, and it varies widely by state. The table below lists verified 2026 fees for three states across the range, each confirmed against that state's filing office. Fees are set by the state, not by any filing service.

Other states fall inside or just above this range, but amounts change and some charge separately for certified copies. Delaware, for example, requires a Certificate of Cancellation for an LLC, but because its fee has been reported differently across recent updates, confirm the current amount directly with the state's filing office before you budget. Always verify your own state's figure on its official site.

Two structural points explain the range. Some states, like California, treat cancellation as a free administrative act because they recover revenue through the annual tax instead; others charge a flat termination fee. And in a handful of states the dissolution document is accepted only after a separate tax agency signs off, so the headline "filing fee" understates the real gating cost. If your LLC is registered to do business in more than one state - a foreign qualification - remember that each of those states has its own withdrawal filing and fee. You must formally withdraw in every state where you registered, not just the state of formation, or the out-of-state fees keep running.

Tax Clearance and Final Tax Costs

Tax clearance can be a required step, not an optional one. Several states will not accept a dissolution until your business taxes are current, and some require a formal clearance document first. Texas requires a Certificate of Account Status for dissolution from the Comptroller - confirming franchise taxes are paid - before the Secretary of State will file the Certificate of Termination (Form 651). California requires the LLC's tax obligations with the Franchise Tax Board to be handled as part of cancellation. The clearance certificate itself may be free or low-cost, but you must pay any tax it certifies as due. Filing your final federal returns with the IRS, including checking the final-return box, costs nothing; the expense is any tax owed. See business tax for how final returns work.

Budget for the accounting time a clean final year requires. Even a simple LLC needs a final federal return, and a multi-member LLC or one taxed as an S corporation files a final partnership or S-corp return with a Schedule K-1 to each owner - work a bookkeeper or CPA usually prices as a normal return, not an extra dissolution charge. If your state has an income or franchise tax, you also file a final state return. These are costs you would face at year-end anyway; dissolving simply makes this the last time you file them.

Back Franchise Taxes, Penalties, and Reinstatement

Back franchise taxes are the biggest hidden cost of dissolution. An LLC keeps owing annual taxes until it is formally closed, so an entity that stopped filing has a balance that grew every year. A California LLC owes $800 per year to the Franchise Tax Board, a Delaware LLC owes $300 per year, and unpaid amounts accrue penalties and interest - Delaware alone adds a $200 penalty plus 1.5% monthly interest, and Florida adds a $400 late fee to an overdue annual report. If the state has already administratively dissolved the LLC and you need it reinstated to wind up properly, you may owe a reinstatement fee on top of the arrears. Keeping filings current - the situation described in what happens if you don't dissolve an LLC - is what keeps dissolution cheap.

A worked example shows the gap. Suppose a California LLC stopped operating three years ago but never cancelled. The Certificate of Cancellation itself is free, but the Franchise Tax Board's $800 annual tax accrued for each of those years - roughly $2,400 in base tax before penalties and interest - and the state generally expects those balances resolved before the account is closed. The "$0 filing fee" headline is technically true and practically misleading. The lesson is the same everywhere: the meter runs on the entity's existence, so the cost of dissolving is really the cost of catching up on everything that accrued while it stayed open.

Registered Agent and Administrative Costs

A few smaller administrative costs round out the total. If you used a commercial registered agent, you cancel that service as part of winding up; there is usually no refund of a prepaid year, but no new charge either. Ordering certified copies of the dissolution or a certificate of status for your records costs a small amount in many states - Florida, for instance, offers an optional certified copy for an added fee. Closing your business licenses and permits is typically free, though some local agencies charge a nominal closing fee. Your federal EIN account is closed by mailing a letter to the IRS at no cost.

Professional Help: Attorney and Accountant Fees

Professional fees are optional and depend on complexity. A simple single-member LLC with no debts and current filings can usually dissolve using the state's own forms, paying only the filing fee. Hiring an attorney or accountant becomes worthwhile when the LLC has multiple members who must approve dissolution, outstanding creditors, assets to distribute, or complicated final returns such as a partnership or S-corp wind-down. Fees are set by each professional and vary by market and scope, so request a written quote. The value is in avoiding mistakes - an improperly wound-up LLC can leave members exposed to creditor and tax claims that cost far more than the professional fee.

Keep the federal side in perspective: closing your business with the IRS costs nothing to file. There is no fee to submit a final return, no fee to file Form 966 for a dissolving corporation, and no fee to close your EIN account. The only federal cost of closing is any tax you actually owe on the final return. That means the entire out-of-pocket cost of a straightforward dissolution is the state filing fee plus any state back taxes - professional help is the one discretionary line, and many owners of simple LLCs skip it entirely.

Total Cost Examples

Putting the pieces together shows how widely totals vary:

• Clean California LLC, current on taxes: $0 state cancellation fee. If it is within an unpaid $800 annual-tax year, that tax is settled as part of closing.
• Clean Florida LLC: $25 Articles of Dissolution, assuming annual reports are current - plus any $138.75 report and $400 late fee if a year was missed.
• Texas LLC: $40 Certificate of Termination, after obtaining the free Certificate of Account Status confirming franchise taxes are paid.
• Neglected LLC: the small filing fee plus several years of back annual taxes, penalties, interest, and possibly a reinstatement fee - often hundreds to thousands of dollars.

The pattern across every example is the same. The state filing fee is small and predictable; the variable that swings the total is how current your taxes and reports are on the day you file to dissolve. Owners who close promptly pay little more than the filing fee, while owners who let the LLC sit pay mostly in back taxes and penalties they could have avoided.

How to Keep Dissolution Costs Down

The cheapest dissolution is a prompt one. File your dissolution document in the same year you stop operating so annual taxes and report fees do not keep accruing. Bring any outstanding franchise taxes and reports current before penalties compound, use the state's own free or low-cost forms where your situation is simple, and file final federal and state returns marked final to close your tax accounts. Cancel your registered-agent service and permits so no renewal charges post after you close. For the full step-by-step, follow how to dissolve an LLC.

One more habit keeps the total low: close the tax accounts, not just the entity. An LLC that is dissolved with the Secretary of State but still has an open sales-tax or payroll account can keep generating estimated assessments and penalties - turning a cheap dissolution into an expensive one months later. Mailing the IRS the letter that closes your EIN business account is the final free step that stops federal notices from arriving after you have moved on.

Frequently Asked Questions

How much does it cost to dissolve an LLC?

The state filing fee ranges from $0 to about $100 or more. Florida charges $25 for Articles of Dissolution, Texas charges $40 for a Certificate of Termination, and California charges no fee to cancel. Back taxes and professional help add to the total.

Do I have to pay back franchise taxes to dissolve?

Usually yes. Many states, including California and Texas, require franchise taxes and annual reports to be current before accepting the dissolution, and some require a tax-clearance certificate. Unpaid amounts, penalties, and interest generally must be settled first.

Is there a fee to file Articles of Dissolution?

It varies by state. Florida charges $25 and Texas charges $40 for a Certificate of Termination, while California charges no filing fee to cancel an LLC. Always confirm the current amount with your state's filing office.

Do I need a lawyer to dissolve an LLC?

Not usually. A simple single-member LLC with no debts can often dissolve using state forms alone. An attorney or accountant is worth the fee when there are multiple members, creditors, assets to distribute, or complex final tax returns.

What is a tax clearance certificate?

A tax clearance or account-status certificate is a state document confirming your business taxes are paid. Some states require it before accepting dissolution - Texas requires a Certificate of Account Status for dissolution from the Comptroller before filing a Certificate of Termination.

Is it cheaper to just let the LLC lapse?

No. Letting an LLC lapse leaves franchise taxes, annual fees, penalties, and interest accruing until the state administratively dissolves it, and can block reinstatement. A small dissolution fee now is almost always cheaper.

Related

• How to dissolve an LLC (cluster hub)
• What happens if you don't dissolve an LLC?
• How to close a business: final steps
• How to form an LLC
• What is a registered agent?
• Business tax basics
• How to dissolve an LLC in Texas
• Franchise tax (glossary)

Sources

1. Florida Division of Corporations - E-File LLC Articles of Dissolution ($25 filing fee).
2. Florida Division of Corporations - Articles of Dissolution for LLC (form and fee, PDF).
3. Texas Secretary of State - Form 651, Certificate of Termination (PDF) ($40 filing fee).
4. Texas Secretary of State - Filing Fee Schedule ($40 Certificate of Termination).
5. Texas Comptroller - Reinstating or Terminating a Business (Certificate of Account Status for dissolution).
6. California Secretary of State - LLC Forms (Domestic) (Certificate of Cancellation, no fee).
7. California Franchise Tax Board - Limited Liability Company ($800 annual tax owed until cancelled).
8. Delaware Division of Corporations - Pay Your Annual Franchise Tax ($300 LLC tax; $200 penalty plus 1.5% monthly interest).
9. Florida Division of Corporations - Annual Report ($138.75 fee; $400 late fee).
10. IRS - Closing a Business (final returns at no federal fee).
11. IRS - Canceling an EIN – Closing Your Account (free).
12. U.S. Small Business Administration - Close or Sell Your Business (dissolution steps).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This page is general information, not legal or tax advice. Fees change and vary by state; verify the current amount with your state's filing office and the IRS before acting.