How to Dissolve (Close) an LLC in Connecticut

If you have a limited liability company (LLC) in Connecticut, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state— whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face penalties down the line. But, lucky for you, this handy guide explains how to dissolve an LLC in Connecticut. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners, known as members, must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Connecticut law requires you to gain consent from most members. Once you do so, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you should notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Connecticut, you must provide a mailing address for claims and a deadline of at least four months for claimants to file a claim.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due. You’ll have to file a final tax return with the Department of Revenue Services, which can be done on their website.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Connecticut

In Connecticut, the Secretary of the State will process your dissolution papers. You can either file online, digitally submit a paper filing, or file physically. In all cases, filing your Certificate of Dissolution is free.

Online Filing

You can also file online through Connecticut’s online Business Center. First, create an account, and select “Dissolve my Business” on the left-hand menu.

Click “Start Now.”

On this page, search for your business. Once you’ve selected it, scroll down to the bottom and click “Next.”

Go through the Dissolution Details and specify an exact date and time for your dissolution to take effect. 

On the next page, review your information, click the acknowledgment notice, and choose a principal to authorize the filing. Then, click “Dissolve Now” at the bottom to officially dissolve your LLC.

Online Paper Filing

Visit the business center’s page for submitting paper filings to get started. 

Select “Close or reinstate your business” and click “Next” at the bottom of the page.

Click through the next few pages, and follow the same steps above to search for your business. Then, download, complete, and upload your Certificate of Dissolution PDF on this page.

Review your submission, and go through the payment process. Filing is free unless you want to pay $50 for expedited processing.

Once you submit, your filing will appear on your account dashboard under “My Filings.”

Physical Filing

To file by mail or in person, download and complete the Certificate of Dissolution PDF.

Additionally, you can print a $50 expedited service request and submit it alongside your filing.

If you’re delivering it, go to the following:

Business Services Division
Connecticut Secretary of the State
165 Capitol Ave Suite 1000
Hartford, CT 06106

If you’re mailing it, send it to:

Business Services Division
Connecticut Secretary of the State
PO Box 150470
Hartford, CT 06115-0470

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.