How to dissolve an Alabama LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Alabama LLC
$100 puts Alabama in the expensive tier for LLC dissolution, roughly $54 above the national average of $46. Alabama accepts the dissolution filing online or mail, with online approvals in about 3 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.
Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Alabama filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.
Dissolution steps in Alabama
The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.
- Member vote to dissolve
Alabama's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
- File the Domestic Limited Liability Company Articles of Dissolution with Alabama Secretary of State, Business Entities Division
Filing fee is $100. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $100.
- Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
- Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.
How this plays out in Alabama
Pull the operating agreement and follow whatever dissolution threshold it specifies. Alabama's default statutory rule under Ala. Code Section 10A-5A-7.01 requires consent of all members when the agreement is silent, so document the vote in a written consent before touching any state forms.
File the Articles of Dissolution with the Secretary of State. Online submissions through the Alabama Interactive portal run $100 with three-business-day processing; paper filings mailed to the Business Entities Division in Montgomery take around three weeks. Alabama offers an expedited tier at $100 on top of the base fee for 72-hour turnaround, which is rarely worth it given the standard online speed. Unlike Delaware or Hawaii, the Secretary of State will not ask for a tax clearance from the Department of Revenue, so the filing moves independently of your tax accounts.
Close the state tax side separately. File final returns for Business Privilege Tax (Form PPT), sales tax, and any withholding accounts, then close those accounts through the Department of Revenue. Close the federal side last: file a final federal return marked "final," file IRS Form 966 if the LLC elected C-corp treatment, and send the IRS a written EIN closure request.
What a clean Alabama dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Alabama LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.
| Cost component | Amount | Notes |
|---|---|---|
| Base Secretary of State filing | $100 | Filed with Alabama Secretary of State, Business Entities Division |
| Paid expedite (optional) | +$100 | 72-hour turnaround |
| Final federal return (DIY) | Free | Or $200 to $800 if a CPA prepares it |
| Foreign-LLC withdrawals (if any) | $10 to $125 per state | Each state where you qualified as foreign LLC |
How Alabama compares to other states
$100 puts Alabama in the expensive tier for LLC dissolution, roughly $54 above the national average of $46. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Alabama sits at #43 from cheapest to most expensive.
Filing path matters as much as the fee. Alabama's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Alabama does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The most common Alabama mistake is assuming the Business Privilege Tax exemption means you skip the final return entirely. Under Act 2022-252, entities owing only the minimum BPT are exempt from both the tax and the return for years beginning January 1, 2024, but the Department of Revenue expects you to close the BPT account and any other tax permits (sales, withholding) by filing final returns or submitting a closure request. Leaving these accounts open leads to non-filing notices even after the LLC is dissolved at the Secretary of State level.
The other Alabama-specific trap is the registered-agent county. Every Alabama LLC pays a $100 county fee at formation distributed to the county of the registered agent, and that registered-agent relationship needs to be wound down cleanly as part of dissolution. If you used a commercial registered agent, cancel the service explicitly after the Articles of Dissolution are accepted; otherwise the agent may keep renewing and billing on autopilot.
What happens after the state accepts your filing
Once the Secretary of State accepts the Articles of Dissolution, the LLC is terminated under Alabama law and its name is not reserved, so a new entity can pick it up. Members remain responsible for winding up LLC business: paying creditors, distributing remaining assets, and retaining records. File the LLC's final federal tax return for the year of dissolution, close the EIN through the IRS, and keep bank records and tax filings for at least five years. If the LLC had Alabama employees, close the unemployment insurance account with the Department of Labor separately from any DOR closures.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Domestic Limited Liability Company Articles of Dissolution
Filed with $100 fee at Alabama Secretary of State, Business Entities Division. Form PDF.
- Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
- IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
- IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
- State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
- Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.
Filing agency
Alabama Secretary of State, Business Entities Division
- Website
- www.sos.alabama.gov/business-entities/domestic-business-filings
- Phone
- (334) 242-5324
- business.services@sos.alabama.gov
- Business Entities Division, P.O. Box 5616, Montgomery, AL 36103-5616
- Office
- RSA Plaza, Suite 580, 770 Washington Ave., Montgomery, AL 36104
- Hours
- 8:00 AM to 5:00 PM Central, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve an Alabama LLC?
The Articles of Dissolution filing fee is $100 whether you file online through Alabama Interactive or by mail to the Business Entities Division in Montgomery. Optional expedited service adds another $100 for 72-hour turnaround. There is no tax clearance certificate fee in Alabama, so the base dissolution cost is $100, plus whatever you spend closing sales tax, withholding, or BPT accounts (typically $0 if you are up to date).
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How long does Alabama LLC dissolution take?
Online filings through Alabama Interactive process in roughly three business days. Mailed paper filings to the Business Entities Division take about 21 days end to end. Paid expedited service compresses online turnaround to 72 hours for a $100 surcharge, which is rarely worth it given how fast the standard online path already moves.
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Do I need a tax clearance certificate in Alabama?
No. The Alabama Department of Revenue does not issue or require a tax clearance certificate before the Secretary of State will accept Articles of Dissolution. You still need to file final returns for Business Privilege Tax, sales tax, and withholding and close those DOR accounts, but the Secretary of State processes the $100 dissolution independently of your tax status.
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What vote is needed to dissolve an Alabama LLC?
Your operating agreement controls. Under Ala. Code Section 10A-5A-7.01, if the agreement is silent, voluntary dissolution requires the consent of all members. Most multi-member operating agreements override that with a majority or two-thirds threshold, so pull the agreement, document the vote in a written consent, and file that internally before the Articles of Dissolution. See the Alabama LLC formation page for more on the operating agreement framework.
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What happens if I just stop filing in Alabama?
The Secretary of State eventually administratively dissolves the LLC for failure to maintain a registered agent or (for older entities) a current BPT account, but this is the slow, messy path. The LLC stays on the books and potentially keeps generating tax or registered-agent notices until the SOS takes action. A voluntary $100 Articles of Dissolution filing plus closing your DOR accounts finishes in under a month and costs less than sorting out administrative dissolution later.
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Do I still owe the Business Privilege Tax after dissolution?
For tax years beginning on or after January 1, 2024, LLCs that would owe only the minimum Business Privilege Tax are exempt from both the tax and the return requirement under Act 2022-252, so the BPT typically stops assessing at $0 already. You still need to close the BPT account with the Department of Revenue, file any required final return if the LLC owed more than the minimum, and close related permits like sales tax and withholding.
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Do I need to notify the IRS?
Yes. File a final federal return marked as the final return (Form 1065 for multi-member LLCs, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if taxed as a corporation), file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by writing to the IRS. The IRS close-a-business page lists every federal form you need.
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How long does LLC dissolution take in Alabama?
Online filings are processed in about 3 business days through the state portal. Mail filings take about 21 business days once received. Paid expedite for $100 cuts processing to 72 hours.
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Can I file the Domestic Limited Liability Company Articles of Dissolution online?
Yes. Alabama accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a Alabama LLC?
Alabama's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
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Does dissolution close my federal tax obligations?
No. The Alabama Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Alabama typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.
Related
Sources
- Filing fee: www.sos.alabama.gov/sites/default/files/2022-09/DomesticLLCDissolution… · verified April 21, 2026
Alabama Secretary of State form for Domestic LLC Articles of Dissolution lists a $100 filing fee payable to the Secretary of State. The form is filed directly with the Secretary of State (no county fee applies to dissolution). - File online: www.alabamainteractive.org/sos/dissolution/welcome_input.action · verified April 21, 2026
Alabama Interactive portal accepts online LLC dissolution filings. Standard online processing is typically 3 business days; expedited service adds a $100 surcharge for processing within 3 business days under Ala. Code Section 10A-1-4.32. - Tax clearance required: www.revenue.alabama.gov/individual-corporate/closing-a-business/ · verified April 21, 2026
Alabama Department of Revenue does not require a tax clearance certificate from the Secretary of State before dissolution can be filed. The LLC must file final returns (Business Privilege Tax, withholding, sales tax) and close its tax accounts, but clearance is not a prerequisite to filing Articles of Dissolution. - Member vote standard: alisondb.legislature.state.al.us/alison/codeofalabama/1975/coatoc.htm · verified April 21, 2026
Ala. Code Section 10A-5A-7.01 (Alabama Limited Liability Company Law of 2014) defers to the operating agreement for events causing dissolution. Default statutory rule requires consent of all members if the operating agreement is silent. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist covers final federal returns, employment tax deposits, and EIN account closure.