How to Dissolve an LLC in Connecticut: Steps (2026)

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

To dissolve a Connecticut LLC, the members approve dissolution, wind up the business, settle taxes and debts, and deliver a certificate of dissolution to the Connecticut Secretary of the State under General Statutes section 34-267a. Until you do, the LLC keeps accruing the $80 annual report obligation.

Quick Answer

Trigger: Operating-agreement event or consent of a majority in interest (§ 34-267)
Wind up: Collect assets, pay debts, close activities (§ 34-267a)
File: Certificate of dissolution to the Secretary of the State (§ 34-267a)
Filing fee: Not enumerated in the fee statute - confirm on business.ct.gov
Taxes: File final returns; close DRS accounts and sales permit
Reinstatement: $120 certificate of reinstatement (§ 34-243u)

What Dissolving a Connecticut LLC Means

Dissolution is the formal, statutory process of ending a Connecticut LLC's existence. It is more than stopping operations: the Connecticut Uniform Limited Liability Company Act requires the members to wind up the company's affairs and put the state on notice by filing a certificate of dissolution. Doing this correctly stops future annual report obligations, cuts off new liabilities, and gives creditors a defined window to bring claims. This guide covers the Connecticut-specific steps; for the general process see the national how to dissolve an LLC guide and what happens if you don't dissolve.

Step 1: Approve the Dissolution

Section 34-267 lists the events that dissolve a Connecticut LLC. The most common are an event the operating agreement states will cause dissolution, or the consent of a majority in interest of the members. Other triggers include the passage of 90 consecutive days with no members (unless a new member is admitted), or a court order - for example, where it is not reasonably practicable to carry on the business. Start by confirming which trigger applies, and document the members' decision in a written consent or meeting minutes consistent with your operating agreement.

Step 2: Wind Up the Business

Once dissolved, the LLC continues only to wind up. Section 34-267a requires the company to discharge its debts, obligations, and other liabilities; settle and close its activities; and marshal and distribute its assets. During winding up, the LLC may preserve the business as a going concern for a reasonable time, prosecute and defend lawsuits, transfer property, and settle disputes. This is the stage to collect receivables, terminate leases and contracts, cancel licenses and local permits, and finalize payroll if you had employees. Keep clear records, because members can be responsible for improper distributions made before liabilities are covered.

Step 3: Settle Taxes and Close Accounts

Before or alongside filing, close out your tax obligations. File final federal returns with the IRS (checking the "final return" box on the applicable form) and final Connecticut returns with the Department of Revenue Services, including any pass-through entity tax filings. Close your DRS business tax registration and cancel your Sales and Use Tax Permit so it does not keep generating filing expectations. If the LLC had employees, make final federal and Connecticut employment tax deposits and file final wage reports. The IRS closing a business checklist is a useful cross-reference, as is our how to close a business guide.

Step 4: File the Certificate of Dissolution

Section 34-267a directs the LLC to "promptly after the dissolution, deliver to the Secretary of the State for filing a certificate of dissolution stating the name of the company and that the company is dissolved." You file it through business.ct.gov. Note on cost: Connecticut's LLC fee statute, section 34-243u, enumerates fees for organization, amendments, agent changes, reinstatement, and annual reports, but it does not list a separate charge for the certificate of dissolution. Because we cannot confirm a fixed dissolution filing fee from the fee statute, verify the current charge, if any, with the Secretary of the State on business.ct.gov before you file rather than assuming an amount.

Step 5: Handle Creditor Claims

Connecticut lets a dissolved LLC limit its exposure by giving notice to claimants. Section 34-267c covers known claims: the LLC may notify known claimants in writing, set a deadline for submitting claims, and bar claims not received in time. Section 34-267d covers other (unknown) claims through published notice, which starts a longer statutory period after which unbarred claims are cut off. Working through these notice procedures protects the members from lingering liability. After claims and liabilities are resolved, section 34-267f governs the order in which remaining assets are distributed - creditors first, then members.

Administrative Dissolution vs. Voluntary Dissolution

There are two ways a Connecticut LLC can end. Voluntary dissolution is the member-driven process above. Dissolution by forfeiture under section 34-267g is involuntary: if an LLC is more than one year in default on its annual report, or fails to maintain a registered agent, the Secretary of the State may notify the company and then file a certificate of dissolution by forfeiture. Forfeiture is not a clean exit - the LLC continues to exist for limited purposes, and cleaning it up later means curing the default and reinstating. Choosing voluntary dissolution keeps you in control of the timing and record.

Reinstatement After Dissolution

If circumstances change, section 34-267b allows a dissolved Connecticut LLC to be reinstated by curing the cause of dissolution and filing a certificate of reinstatement, subject to the written consent of a majority in interest of the members. The reinstatement fee is $120 under section 34-243u. Reinstatement is also the path back for an LLC dissolved by forfeiture after it files its overdue annual reports. If your goal is a permanent close, complete the voluntary steps above rather than letting the company drift into forfeiture and a later $120 reinstatement.

Formally dissolving an LLC matters because an entity that simply stops operating remains on the state's books and continues to accrue annual report obligations, franchise taxes, and penalties until it is properly closed. Winding up on the record - rather than walking away - is what stops those recurring liabilities and protects the owners from surprise assessments years later.

The wind-up process generally includes settling debts, notifying known creditors, distributing any remaining assets to members according to the operating agreement, and filing final federal and state tax returns marked as final. Handling creditors before distributing assets is important, because members who take distributions ahead of legitimate creditors can be asked to return them.

Many states require the LLC to be current on taxes before they will accept dissolution paperwork, sometimes in the form of a tax clearance or certificate of good standing from the state tax authority. Confirming that requirement early avoids a rejected filing and keeps the closure on schedule.

After the state accepts the articles or certificate of dissolution, the owners should also close business bank accounts, cancel licenses and permits, and retain the company's records for the period recommended for tax and liability purposes. Completing these steps ends the entity cleanly and closes the door on future obligations.

Requirements, fees, and deadlines are set by state agencies and can change from year to year, so the safest practice is to confirm the current details on the relevant government website before filing. Official agency pages are also the most authoritative source if a bank, lender, or court later asks for documentation.

Keeping business records organized - formation documents, the employer identification number, filed reports, and tax returns - makes routine compliance far easier and is invaluable if the company is ever audited, sold, or involved in a dispute. A simple filing system started at formation saves considerable effort later.

An LLC is a separate legal entity from its owners, which is what provides limited liability: in general, the members are not personally responsible for the company's debts and obligations. Preserving that protection depends on treating the LLC as genuinely separate - using a dedicated bank account, signing contracts in the company's name, and keeping personal and business finances distinct.

Frequently Asked Questions

How do I dissolve an LLC in Connecticut?

Approve dissolution under your operating agreement or by consent of a majority in interest of the members, wind up the business, settle taxes and debts, and deliver a certificate of dissolution to the Secretary of the State under section 34-267a.

What form dissolves a Connecticut LLC?

A certificate of dissolution, delivered to the Connecticut Secretary of the State stating the company's name and that it is dissolved, filed through business.ct.gov under section 34-267a.

How much does it cost to dissolve an LLC in Connecticut?

The LLC fee statute (section 34-243u) does not list a separate certificate-of-dissolution fee, so confirm the current charge, if any, on business.ct.gov. You may still owe unpaid annual report or tax amounts. See cost to dissolve an LLC.

What happens if I don't dissolve my Connecticut LLC?

The LLC keeps accruing the $80 annual report obligation. More than one year in default, the Secretary of the State may dissolve it by forfeiture under section 34-267g, and reinstatement then costs $120.

Can a dissolved Connecticut LLC be reinstated?

Yes. Under section 34-267b, cure the cause of dissolution and file a certificate of reinstatement. The reinstatement fee is $120 under section 34-243u.

Do I have to notify creditors?

You are not always required to, but sections 34-267c and 34-267d let you bar known and unknown claims by giving proper notice, which protects members from later liability.

Sources

Connecticut General Statutes - § 34-267, Events causing dissolution (majority in interest; court order; 90-day no-member rule).
Connecticut General Statutes - § 34-267a, Winding up; certificate of dissolution.
Connecticut General Statutes - § 34-267b, Reinstatement after dissolution.
Connecticut General Statutes - § 34-267c, Known claims against a dissolved LLC.
Connecticut General Statutes - § 34-267d, Other claims against a dissolved LLC.
Connecticut General Statutes - § 34-267f, Disposition of assets in winding up.
Connecticut General Statutes - § 34-267g, Dissolution by forfeiture.
Connecticut General Statutes - § 34-243u, Fees payable to Secretary of the State ($120 reinstatement; no separate dissolution fee listed).
Connecticut Secretary of the State - business.ct.gov online business services portal.
Connecticut Department of Revenue Services - DRS closing a business tax account.
IRS - Closing a Business (final returns checklist).
IRS - Canceling an EIN / closing your IRS account.

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. Laws, fees, and deadlines change; verify current requirements with the Connecticut Secretary of the State and the Connecticut Department of Revenue Services before acting.