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How to dissolve a Connecticut LLC

Data last updated: Apr 21, 2026
$50 Filing fee Certificate of Dissolution (Limited Liability Company)
Online or mail Filing path Expedite $50
5 business days online Approval time
Not required Tax clearance

The quick read on dissolving a Connecticut LLC

At $50, Connecticut sits slightly above the national average of $46. Connecticut accepts the dissolution filing online or mail, with online approvals in about 5 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 Connecticut 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 Connecticut

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

  1. Member vote to dissolve

    Connecticut'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.

  2. File the Certificate of Dissolution (Limited Liability Company) with Connecticut Secretary of the State, Business Services Division

    Filing fee is $50. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $50.

  3. 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.

  4. 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 Connecticut

Start with the member vote. Conn. Gen. Stat. Section 34-267 (the 2017 Uniform Limited Liability Company Act) defaults to consent of all members if the operating agreement is silent. Document the vote in a written consent before filing.

File the Certificate of Dissolution with the Secretary of the State through the Business.CT.gov portal. Online filings cost $50 and typically process in 5 to 7 business days; mailed paper filings to Hartford run about 10 days once received. Connecticut offers a $50 expedited service that brings turnaround down to 24 hours, which is available only for online submissions, not for mail.

Close the state tax side separately. The Department of Revenue Services does not require a tax clearance certificate, but the LLC still needs to file final sales tax, withholding, and any Pass-Through Entity Tax (PTET) returns and close those accounts at portal.ct.gov/drs. Close the federal side last with a final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request to the IRS.

What a clean Connecticut dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Connecticut 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 $50 Filed with Connecticut Secretary of the State, Business Services Division
Paid expedite (optional) +$50 24-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 Connecticut compares to other states

At $50, Connecticut sits slightly 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, Connecticut sits at #35 from cheapest to most expensive.

Filing path matters as much as the fee. Connecticut'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. Connecticut does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state
No
Public notice required No publication requirement
No
Member vote standard per operating agreement
per operating agreement
Attorney required DIY filing permitted
No
Online filing https://business.ct.gov/Manage/Close-My-Business
Yes
Mail filing Business Services Division, Connecticut Secretary of the State, P.O. Box 150470, Hartford, CT 06115-0470
Yes

Common pitfalls

The main Connecticut pitfall is the $80 annual report deadline. The annual report is due between January 1 and March 31 every year, including the year of dissolution if the Certificate of Dissolution is not filed and accepted before April 1. LLCs that wait until May or June to dissolve still owe the $80 for that year. File the Certificate of Dissolution in the first quarter if you can, or accept that the $80 annual report is still due for the year of closure.

The second pitfall is confusion over the old Business Entity Tax. Connecticut repealed the $250 biennial Business Entity Tax under Public Act 19-117 effective January 1, 2020, so there is no franchise-style trap like California's $800 minimum. LLCs that elected C-corp treatment still owe the 7.5% Corporation Business Tax until a final return is filed, and LLCs that elected PTET at 6.99% still owe that entity-level tax until the final PTET return is accepted. File final returns in the same tax year as the dissolution.

What happens after the state accepts your filing

Once the Secretary of the State accepts the Certificate of Dissolution, the LLC is dissolved under the Connecticut Uniform LLC Act and the entity name is released. Members should complete winding up, pay known creditors, and distribute any remaining assets. File the LLC's final federal return for the year of dissolution, close the EIN with the IRS, and close any DRS tax accounts separately. Creditor claims survive under Conn. Gen. Stat. Section 34-272 for up to three years against the LLC's remaining assets, so keep bank records and books accessible during that period.

Documents and filings checklist

  1. Written consent or meeting minutes

    Record the member vote to dissolve. Keep with corporate records.

  2. Certificate of Dissolution (Limited Liability Company)

    Filed with $50 fee at Connecticut Secretary of the State, Business Services Division. Form PDF.

  3. 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.

  4. IRS Form 966

    Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.

  5. IRS EIN closure letter

    Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.

  6. State tax permit cancellations

    Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.

  7. Foreign-LLC withdrawals

    Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Connecticut Secretary of the State, Business Services Division

Website
portal.ct.gov/sots/business-services/services-for-businesses
Phone
(860) 509-6003
Mail
Business Services Division, P.O. Box 150470, Hartford, CT 06115-0470
Office
165 Capitol Avenue, Suite 1000, Hartford, CT 06106
Hours
8:30 AM to 4:30 PM Eastern, Monday to Friday

Frequently Asked Questions

  • How much does it cost to dissolve a Connecticut LLC?

    The Certificate of Dissolution filing fee is $50, whether filed online through Business.CT.gov or by mail to the Business Services Division in Hartford. A $50 expedited service is available for online filings only and compresses turnaround to 24 hours. Connecticut repealed the $250 biennial Business Entity Tax in 2020, so there is no lurking franchise balance, but if the $80 annual report is unfiled for the current year, that is still owed.

  • How long does Connecticut LLC dissolution take?

    Online filings through Business.CT.gov typically process in 5 to 7 business days; mailed paper filings take about 10 business days once received. The $50 expedited option is available only for online submissions and delivers 24-hour turnaround. Plan on roughly 1 to 2 weeks for the standard path.

  • Do I need a tax clearance certificate in Connecticut?

    No. Connecticut's Department of Revenue Services does not issue or require a tax clearance certificate before the Secretary of the State will accept a Certificate of Dissolution. You still need to file final sales tax, withholding, and any Pass-Through Entity Tax returns and close those accounts, but clearance is not a prerequisite to the $50 filing.

  • What vote is needed to dissolve a Connecticut LLC?

    Under Conn. Gen. Stat. Section 34-267, the default is consent of all members if the operating agreement is silent. Your agreement controls, so pull it, follow the threshold, and document the vote in a written consent before filing. See the Connecticut LLC formation page for more on the operating agreement framework.

  • Do I still owe the $80 annual report after dissolution?

    If the Certificate of Dissolution is filed and accepted before April 1 of a given year, the $80 annual report for that year is not due. If the dissolution is filed on or after April 1, the $80 annual report for the current year remains owed because the filing window closed on March 31. File before the Q1 deadline to avoid the $80.

  • What happens if I just stop filing in Connecticut?

    The Secretary of the State administratively dissolves the LLC for failure to file the $80 annual report, but the report plus penalties continue to accrue on the LLC's record until the administrative action processes. Reinstating later costs more than a clean $50 Certificate of Dissolution would have, and leaving the LLC in limbo exposes members to unexpected tax or registered-agent notices.

  • Do I need to notify the IRS?

    Yes. File a final federal return marked as the final return (Form 1065 for multi-member, 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 covers the federal checklist.

  • How long does LLC dissolution take in Connecticut?

    Online filings are processed in about 5 business days through the state portal. Mail filings take about 10 business days once received. Paid expedite for $50 cuts processing to 24 hours.

  • Can I file the Certificate of Dissolution (Limited Liability Company) online?

    Yes. Connecticut accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.

  • What vote is required to dissolve a Connecticut LLC?

    Connecticut'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.

  • Does dissolution close my federal tax obligations?

    No. The Connecticut 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.

  • Will my LLC name become available for someone else to use after dissolution?

    In most cases yes. Connecticut 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.

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