How to Dissolve an LLC in Connecticut: Steps, Forms and Final Taxes

Dissolving a Connecticut LLC is less about one form and more about closing every account the state, the IRS and your town know about. The formal step is a Certificate of Dissolution filed with the Connecticut Secretary of the State through Business.CT.gov, and that filing carries a $0 fee. The work that takes real time is everything around it: overdue annual reports, final tax returns, cancelling your trade name, and settling debts before any money goes to members. This guide covers the sequence we recommend for a connecticut llc dissolution, so you can treat it as a checklist.

Confirm each figure with the agency named before you pay anything, since fees and procedures can change.

Informational only. This article is not legal or tax advice. Dissolving an LLC can touch your operating agreement, lender contracts, employee obligations and personal tax position. Talk with a Connecticut business attorney and a certified public accountant (CPA) before you file, especially if the LLC has debt, employees or more than one member.

What You Need Before You Start

Gather these items first. Most delays come from a missing account number or an unanswered question about who has to approve the decision.

• The LLC's exact legal name as it appears in its Business.CT.gov record, plus the login for your Business.CT.gov account.
• Your operating agreement and any signed written consent or meeting minutes showing the members approved the dissolution.
• A list of creditors, lenders, landlords, vendors, insurers and customers with open contracts.
• Bank statements, a current balance sheet and a list of any assets the LLC still owns.
• Copies of every annual report you filed, plus a payment method for any overdue report. The annual report fee is $80.
• Your federal employer identification number (EIN), your most recent federal return, and your Connecticut Department of Revenue Services (DRS) account numbers for any sales tax permit or withholding account.
• Your Department of Labor account information if the LLC had employees.
• A copy of any trade name certificate and the town clerk's office where you filed it.
• License and permit numbers for any trade you regulate, such as a professional or health-related license.

Step-by-Step: How to Dissolve Your Connecticut LLC

1. Check your standing and file any overdue annual reports. Search your LLC on the Connecticut online business search. Business.CT.gov does not publish one flat statewide deadline. Instead, each entity sees its own next due date in its account. Widely reported practice for LLCs is a January 1 to March 31 window, so check your account rather than relying on that alone. Each annual report is $80, and any overdue reports should be filed before you dissolve.
2. Ask the Secretary of the State whether a final report is needed. Email the Business Services Division at [email protected] and ask whether your LLC needs a final report in addition to the Certificate of Dissolution. Save the reply in writing. The division's main page is at portal.ct.gov/sots/business-services/bsd.
3. Approve the dissolution under your operating agreement. Read the agreement for who must approve, what vote is required, and whether a manager must sign. Record the decision in a signed written consent and keep it with your records. A clear record protects the members if anyone later questions the decision.
4. Wind up the LLC's affairs. Winding up means finishing the business in an orderly way. Collect money owed to the LLC, notify creditors, end or assign contracts and leases, and cancel insurance once it is no longer needed. Pay or settle every debt before you distribute anything to members. Paying members first can expose them to personal liability for unpaid debts, so confirm the order of payments with your attorney.
5. Close your state tax accounts. File final returns, close the DRS sales and use tax permit and any withholding account, and close the Department of Labor account if you had employees. Start early, because these returns are often the slowest part of the process. The final taxes section below covers what to expect.
6. Cancel licenses and permits. Connecticut has no general state business license, so your list depends on your trade. Licensing is handled by trade through agencies such as the Department of Consumer Protection, the Department of Public Health, the Insurance Department and the Department of Banking. Ask each issuing agency how to surrender or close a license. Local zoning, health and occupancy approvals may also need closing with your town or city, or with the local health department or district.
7. Cancel the trade name with the town clerk. A trade name certificate is filed with the town clerk where the business is primarily transacted, not with the state. Cancelling it costs $20, payable to the town clerk, and the cancellation form is on Business.CT.gov. Confirm the form and current fee with the clerk's office before you file.
8. Tell the town assessor about business personal property. Many towns tax business equipment and furniture, and the assessor may need to know when the business closes. As of 2026, Meriden's assessor page says businesses should notify the assessor when they close. Check your own town's assessor site, since practice varies from town to town.
9. File the Certificate of Dissolution on Business.CT.gov. The dissolution is filed with the Secretary of the State through Business.CT.gov. The filing fee is $0. Have the LLC's exact name, the signer's details and your approval record ready. Most online filings are accepted automatically. If you need faster handling, expedited service costs $50 per transaction, is completed within 24 hours of receipt, and is available only for online filings.
10. Notify the IRS and your outside parties. Federal obligations continue after the state filing. Ask your CPA how to handle the final federal return and close the LLC's federal tax accounts. Send written notice of the dissolution to banks, lenders, insurers, landlords, customers and vendors. Close the business bank account only after the last check clears and no automatic payments remain.
11. Confirm the record and keep your files. Return to the Business.CT.gov business search and confirm that the LLC's record reflects the dissolution. Keep the filed certificate, approval records, final tax returns, closure confirmations and creditor notices together. Ask your CPA or attorney how long to keep them.

Final Taxes to Plan For

Taxes are where most closings run late. The rules depend on how the LLC was taxed, so confirm that first.

Franchise and annual tax

Connecticut has no franchise tax or annual privilege tax on LLCs. That simplifies the final year, but it does not mean the LLC owes nothing.

If the LLC is taxed as a partnership or S corporation

An LLC taxed this way may elect the optional Pass-Through Entity Tax with DRS. The election is annual and irrevocable for that year. If the LLC made the election for its final year, confirm the filing and payment requirements with DRS and your CPA. Members also report their share of final income on personal returns, where Connecticut's personal income tax is progressive, with seven brackets ranging from 2% to 6.99%.

If the LLC is taxed as a corporation

An LLC treated as a corporation pays the Corporation Business Tax: 7.5% of apportioned net income, with a $250 minimum. It also owes a capital base tax that is being phased out, at 0.16% for 2026, 0.11% for 2027 and none from 2028. Companies with total income of $100 million or more, or that file in a combined unitary group, also pay a 10% surtax. Confirm how these apply to your final year with DRS and a CPA.

Sales and use tax

If the LLC held a Sales and Use Tax Permit, file its final sales tax returns and close the permit through DRS. The state sales tax rate is 6.35%. Check the DRS sales tax information page for closing instructions, and confirm the process with DRS directly before you assume the account is closed.

Withholding and unemployment

If the LLC had employees, file its final withholding returns and final wage reports, then close its DRS withholding account. Close the Department of Labor unemployment account as well, and confirm the required final filings with that agency.

Federal taxes

Federal filings run on a separate track from Connecticut. A CPA should confirm the final federal return, any final reporting to members where it applies, and the closing steps with the IRS.

Voluntary Dissolution vs. Forfeiture by Neglect

An LLC can end up dissolved without ever filing a certificate. That happens through forfeiture by neglect, often after missed annual reports. It differs from a voluntary dissolution in ways that matter:

• A voluntary dissolution is a choice you make and file. You control the timing and the record.
• A forfeited LLC may only wind up its affairs. It should not be treated as an active business while forfeited.
• The LLC's name becomes available for others to use.
• Reinstatement costs $120. Confirm with the Secretary of the State what else must be filed before the LLC can return to good standing.

If you have fallen behind on reports and want to close, file the overdue reports, then file the dissolution, rather than letting the record lapse further.

Tips for a Clean Dissolution

• Start the annual report check and the tax closures the same week. They are the longest items.
• Confirm every fee on the agency page before paying. Use the figures in this article as a starting point, not a final quote.
• Keep one checklist with a row for each agency, the date you contacted it, and the confirmation you received.
• Get written answers. An email reply from [email protected] or a town clerk is far more useful later than a note from a phone call.
• Hold a reserve until the final tax returns are filed and paid and the last creditor is settled.

Common Mistakes to Avoid

• Assuming a $0 filing fee means a free process. Overdue annual reports, town fees and tax filings all cost money or time.
• Filing the certificate while annual reports are overdue. Clear the backlog first so the state record matches your filing.
• Forgetting the trade name. Dissolving the LLC does not cancel a trade name certificate on file with the town clerk.
• Closing DRS accounts before the final returns. Close each account after its last return is filed and paid.
• Distributing money before creditors are paid. This is the most expensive mistake on the list, because it can put members on the hook personally.
• Assuming an inactive LLC owes nothing. A sales tax permit or withholding account may still be open after sales have stopped.
• Ignoring the town assessor. A business personal property question can arrive after the business has closed.

What to Expect After You File

Most online filings through Business.CT.gov are accepted automatically, and the state says expedited service is usually unnecessary. Once the dissolution is accepted, the LLC should show as dissolved in the state record. That is the start of the closing process, not the end. The state filing does not by itself close tax accounts, licenses, trade names or town registrations, and those usually need separate follow-up. Results depend on your trade, your town and your tax history, so plan for several confirmations rather than one.

When to Get Professional Help

Hire a Connecticut business attorney if the LLC has outstanding debt, a lease or loan with personal guarantees, members who disagree, or a dispute with a customer or vendor. Use a CPA for the final year's tax returns, the pass-through or corporate tax questions, and the personal tax effects of distributing assets. The Connecticut Small Business Development Center can help you plan the steps before you file. This article is informational only and is not legal or tax advice.