How to Dissolve (Close) an LLC in Illinois

If you have a limited liability company (LLC) in Illinois, 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 additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in Illinois. 

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

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Illinois law requires you to gain the consent of all 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’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Illinois, your notice must provide a mailing address to send claims to and a deadline of at least 120 days for claimants to act upon the notice.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

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 Illinois

Once you’ve finished settling your affairs, the last step is to file your Statement of Termination with the Illinois Secretary of State. 

To start, download the Statement of Termination PDF.

Fill out the form and print it. Include a $5 check payable to the Illinois Secretary of State to cover the filing fee— cash will not be accepted.

Mail or deliver your form to either: 

Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756

Or the Chicago address:

Secretary of State
Department of Business Services
Limited Liability Division
69 W. Washington St., Ste. 1240
Chicago, IL 60602

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.