Key Takeaways

  • To dissolve an Illinois LLC, you must file Articles of Dissolution with the Illinois Secretary of State.
  • Before filing, LLC members must approve dissolution, close tax accounts, notify creditors, and distribute assets.
  • Illinois charges a $100 filing fee, with expedited processing available for an additional $50.
  • Dissolution does not automatically terminate foreign registrations; you must withdraw separately in other states.
  • Failure to dissolve properly can lead to continued tax liability, penalties, and legal exposure for the LLC and its members.

To dissolve Illinois LLC requires a submission of the LLC's articles of dissolution to the office of the Illinois Secretary of State for processing. An Illinois limited liability company springs into existence the moment the Secretary of State of Illinois approves its articles of organization, which is why it takes correspondingly opposite articles of dissolution to dissolve it.

Registered Illinois LLC

Right after the Illinois Secretary of State approves the articles of organization, the new LLC becomes part of a list of officially registered Illinois LLCs by the secretary of state. The moment an LLC is registered in Illinois by the secretary of state, it instantly has tax and reporting responsibilities, which could attract penalties if the LLC doesn't live up to its responsibilities in a timely manner. Unless the LLC is properly dissolved by the Illinois Secretary of State, it's liable to all penalties and recurrent fees.

Voluntary vs. Involuntary Dissolution

In Illinois, LLCs may dissolve voluntarily through member approval or involuntarily through state action or court order. Voluntary dissolution occurs when members agree that the company has fulfilled its purpose or can no longer operate profitably. Involuntary dissolution may happen if the LLC fails to file annual reports, pay required fees, or comply with state law. Courts can also order dissolution in cases of member deadlock, fraud, or illegal activity.

Dissolving an Illinois LLC

The set of steps taken to dissolve an Illinois LLC is known as the dissolution of an Illinois LLC. Every obligation of the Illinois LLC, such as all reports, all debts, and liabilities must be adequately filled, paid, and taken care of, respectively, before the Secretary of State of Illinois will approve its dissolution. Dissolving an Illinois LLC is only a part of a bigger procedure commonly referred to as the “winding up” process.

Filing Articles of Dissolution

The official step to end an LLC in Illinois is filing Form LLC-35.15, Articles of Dissolution, with the Secretary of State. This form requires basic details such as:

  • The LLC’s legal name.
  • The date of dissolution approval.
  • Confirmation that debts and liabilities have been resolved.

The form must be submitted by mail or in person along with the $100 filing fee. Expedited 24-hour processing is available for $50 at the Chicago or Springfield offices.

Things to Do to Dissolve an Illinois LLC

The things to do before and after the dissolution of the Illinois LLC depend on whether or not the LLC has engaged in any business, how many assets it has, how much debt it owes, how much liability it has, and so on.

Some of the things to do before requesting dissolution are as follows:

  • Convene a meeting of LLC members and create a record of their resolution to dissolve the LLC.
  • All annual reports should be filed with the Illinois Secretary of State.
  • Close the LLC's tax account by filing a last tax return to the agency concerned.
  • Settle all debts (if any).
  • Notify all the LLC's creditors of its impending dissolution.
  • Clear all administrative fees and taxes.
  • Distribute every asset remaining (if there are any assets remaining, the LLC may distribute them in accordance with members' interests of ownership).
  • The Internal Revenue Service account in connection with the Illinois LLC must be canceled along with the LLC's Employer Identification Number (EIN)

Additional Pre-Dissolution Tasks

In addition to the standard checklist, members should also:

  • Review the Operating Agreement: Many agreements outline specific dissolution procedures, including required voting thresholds and notice obligations.
  • Cancel Licenses and Permits: Business licenses, local permits, and professional registrations should be closed to prevent ongoing obligations.
  • Notify Employees: Employers must follow wage and benefit laws when closing payroll and issuing final paychecks.
  • Close Business Bank Accounts: Once debts are paid and assets distributed, accounts should be terminated to avoid misuse or unauthorized transactions.

Winding Up

An entity who legally represents an LLC's last surviving member may wind up the business of a limited liability company. Someone who winds up an LLC's business can preserve the LLC's property or business as a profitable undertaking for a reasonable while. Such a person can take legal actions and defend against legal actions (whether administrative, criminal, or civil), close the business, transfer or dispose of the LLC's property, clear the LLC's liabilities, share its assets, settle disputes as a mediator or arbiter, and carry out other relevant acts.

Distribution of Assets

After debts are paid, Illinois law requires that remaining assets be distributed in a specific order:

  1. Creditors, including member-creditors.
  2. Members for capital contributions.
  3. Members according to ownership percentages or as provided in the operating agreement.

Failing to distribute assets properly can expose members to disputes and personal liability.

How Long It Takes to Dissolve an Illinois LLC

How long it takes to dissolve an LLC formed in Illinois differs and depends on the duration it takes to complete the required actions in each particular case. For instance, convening meetings, dissolving bank accounts, sharing assets, and so on, would take their share of time.

The moment the first set of actions is taken, the Secretary of State of Illinois spends about seven to 10 weekdays to work on the articles of dissolution. You can make the process faster by paying an extra $50 for a guaranteed 24-hour processing. However, you can only request the fast-track service if you physically visit the Chicago or Springfield offices.

Timeline Considerations

While the Secretary of State’s processing time is typically one to two weeks, the winding-up process can take longer depending on:

  • The time needed to resolve tax matters with the IRS and Illinois Department of Revenue.
  • The number of creditors and outstanding contracts.
  • Whether disputes between members delay approval or asset distribution.

In complex dissolutions, completing all steps may take several months.

What Happens After Dissolving an Illinois LLC?

If your LLC is registered or meets the requirements to do business, and does do business, in other states, you have to file to dissolve it in the other states with separate forms. The company name of an Illinois LLC becomes available for reuse by anyone after the LLC is officially dissolved by the Secretary of State of Illinois. A limited liability company can be compulsorily dissolved via a court order, or for reasons of administration, such as contravening rules that, for instance, require yearly reports or the payment of fees.

Illinois demands the submission of two duplicates of their articles of dissolution by traditional mail. They should be sent to the address below:

Department of Business Services

Limited Liability Division

501 S. Second St., Rm. 351

Springfield, IL 62756

The cost of filing the articles is $100. Illinois doesn't request tax clearance for you to dissolve your limited liability company.

Withdrawing from Foreign Registrations

If your Illinois LLC was authorized to do business in other states, dissolving in Illinois does not end those registrations. You must file separate withdrawal or termination documents in each state to avoid ongoing fees and penalties.

Consequences of Failing to Dissolve Properly

If you stop operating but never file Articles of Dissolution, the LLC remains active under Illinois law. This means:

  • Annual report fees and penalties continue to accrue.
  • Members may remain personally liable for unpaid taxes or lawsuits.
  • Administrative dissolution by the state could negatively affect future business filings.

Frequently Asked Questions

  1. How much does it cost to dissolve an LLC in Illinois?
    The filing fee is $100. Expedited 24-hour processing is available for an additional $50.
  2. Do I need tax clearance to dissolve an Illinois LLC?
    No, Illinois does not require tax clearance, but you should close tax accounts and file final returns.
  3. Can the state dissolve my LLC without my consent?
    Yes. Failure to file annual reports, pay fees, or comply with laws can result in administrative dissolution.
  4. Do I need to dissolve my LLC in other states?
    Yes. If your LLC is registered as a foreign entity elsewhere, you must file withdrawal forms in each state.
  5. How long does it take to dissolve an Illinois LLC?
    The Secretary of State typically processes Articles of Dissolution within 7–10 business days, but the full winding-up process may take longer depending on debts and assets.

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