$100 Filing fee Articles of Cancellation of a Limited Liability Company
Online or mail Filing path Expedite $50
10 business days online Approval time
Not required Tax clearance

The quick read on dissolving a Maryland LLC

$100 puts Maryland in the expensive tier for LLC dissolution, roughly $54 above the national average of $46. Maryland accepts the dissolution filing online or mail, with online approvals in about 10 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 Maryland 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 Maryland

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

    Maryland'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 Articles of Cancellation of a Limited Liability Company with Maryland State Department of Assessments and Taxation, Charter Division

    Filing fee is $100. 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 Maryland

Start with the member vote. Under Md. Code Corp. and Assns. Section 4A-902, dissolution events are set by the operating agreement first; in the absence of a contrary provision, unanimous member consent is required. Document the written consent before filing anything.

Get the annual report situation clean. SDAT will not accept Articles of Cancellation while any prior-year Form 1 annual report and $300 fee remain unfiled, and if the LLC owns Maryland personal property above $20,000, the personal property return portion must also be current. Check the entity on Maryland Business Express and catch up any missed reports before cancellation. File Articles of Cancellation of a Limited Liability Company. Paper mail to the Charter Division at 301 West Preston Street, 8th Floor, Baltimore, MD 21201-2395 runs $100 with roughly 35 days of review; the Maryland Business Express online filing is $150 total because it bakes in the mandatory $50 expedite, and it processes in about 10 business days. File final Maryland returns with the Comptroller: corporate income if the LLC elected C-corp treatment, partnership return for multi-member pass-throughs, plus any final sales and use tax and withholding returns. Finish the federal side with a final IRS return marked final, Form 966 within 30 days if the LLC was a C-corp, and a written EIN closure.

What a clean Maryland dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Maryland 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 Maryland State Department of Assessments and Taxation, Charter Division
Paid expedite (optional) +$50 168-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 Maryland compares to other states

$100 puts Maryland 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, Maryland sits at #45 from cheapest to most expensive.

Filing path matters as much as the fee. Maryland'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. Maryland 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://egov.maryland.gov/BusinessExpress/
Yes
Mail filing Charter Division, Maryland State Department of Assessments and Taxation, 301 West Preston Street, 8th Floor, Baltimore, MD 21201-2395
Yes

Common pitfalls

The biggest Maryland-specific trap is trying to dissolve while behind on the Form 1 annual report. SDAT treats the $300 annual LLC fee and personal property return as prerequisites to cancellation, so any unfiled year blocks the filing. Worse, personal property is locally assessed and billed by counties, so even a caught-up SDAT account can leave county-level arrears that surface later. Check every year from the last filed report forward and bring them current before mailing the cancellation.

The second pitfall is assuming Maryland requires tax clearance. It does not. The Comptroller's cessation-of-business guidance walks LLCs through closing their tax accounts, but no clearance certificate is attached to the SDAT filing. Some filers waste weeks waiting for a clearance that is not part of the LLC dissolution path. Close the Comptroller accounts and file the cancellation in parallel, not in sequence.

What happens after the state accepts your filing

Once SDAT accepts Articles of Cancellation, the LLC is terminated under Md. Code Corp. and Assns. Title 4A and no further $300 annual fees accrue. Maryland does not publish a specific holding period before the name becomes available, so the name is effectively free for reuse once the status flips to cancelled. Keep the LLC's books, bank statements, and tax filings for at least seven years to cover Maryland's 3-year general assessment statute plus the federal 6-year extended statute. If the LLC owned Maryland personal property, expect a final bill from the county for the year of cancellation; personal property tax is assessed by SDAT but billed by counties, so one of those bills can show up after the entity is officially terminated.

Documents and filings checklist

  1. Written consent or meeting minutes

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

  2. Articles of Cancellation of a Limited Liability Company

    Filed with $100 fee at Maryland State Department of Assessments and Taxation, Charter 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

Maryland State Department of Assessments and Taxation, Charter Division

Website
dat.maryland.gov
Phone
(410) 767-1340
Email
sdat.411@maryland.gov
Mail
Charter Division, Maryland Department of Assessments and Taxation, 301 West Preston Street, 8th Floor, Baltimore, MD 21201-2395
Office
301 W. Preston Street, Baltimore, MD 21201
Hours
8:30 AM to 4:30 PM Eastern, Monday to Friday

Frequently Asked Questions

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

    Articles of Cancellation are $100 by mail with roughly 35 days of review, or $150 total through Maryland Business Express online, which bundles in a mandatory $50 expedite and runs about 10 business days. You also have to be current on every prior $300 annual report before SDAT accepts the cancellation. Typical clean closure runs $100 to $150 in SDAT fees, plus any back annual reports and personal property tax owed.

  • How long does Maryland LLC dissolution take?

    Online cancellation through Maryland Business Express processes in about 10 business days, since it includes the mandatory $50 expedite. Paper mail without expedite runs roughly 35 days. Add time on the front end to clear any unfiled annual reports or personal property returns, because SDAT will not accept the cancellation while those are outstanding.

  • Do I need a tax clearance certificate in Maryland?

    No. The Comptroller of Maryland does not issue a clearance certificate for LLC dissolution, and SDAT does not require one. You still have to file final Maryland returns (partnership or corporate, sales, withholding) and close your Comptroller accounts, but no clearance document is attached to the Articles of Cancellation. The gating item is actually being current on every prior-year Form 1 annual report and $300 fee.

  • What vote is needed to dissolve a Maryland LLC?

    The operating agreement controls. If it sets a threshold (unanimous, majority in interest, manager decision), follow that. Absent a contrary provision, Md. Code Corp. and Assns. Section 4A-902 defaults to unanimous member consent. Document the vote in a written consent before filing. See Maryland LLC formation for more context on the operating agreement framework.

  • What happens if I just stop filing the Form 1 annual report?

    SDAT forfeits the LLC's right to do business after two consecutive missed reports, and the $300 fee keeps assessing with penalties until forfeiture posts. Forfeiture is worse than voluntary cancellation because the entity stays on record as forfeited rather than terminated, reinstatement requires catching up every missed year plus penalties, and some banks and contracts treat a forfeited entity as impaired. File Articles of Cancellation while the LLC is still in good standing.

  • Does personal property tax still apply after cancellation?

    For the year of cancellation, yes. If the LLC owned, leased, or used Maryland personal property over $20,000 in total original cost, the county will issue a final personal property bill for the tax year in which the LLC was still on record. SDAT assesses and counties bill, so the timing can mean the bill arrives weeks or months after cancellation posts. Budget for it.

  • Do I still need to notify the IRS?

    Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, then close the EIN by letter. See the IRS close-a-business page for the federal checklist.

  • How long does LLC dissolution take in Maryland?

    Online filings are processed in about 10 business days through the state portal. Mail filings take about 35 business days once received. Paid expedite for $50 cuts processing to 168 hours.

  • Can I file the Articles of Cancellation of a Limited Liability Company online?

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

  • What vote is required to dissolve a Maryland LLC?

    Maryland'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 Maryland 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. Maryland 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: dat.maryland.gov/businesses/Documents/FEES.pdf · verified April 21, 2026
    SDAT Fee Schedule for Documents Relating to Corporate Charters: Articles of Cancellation for a Maryland LLC base fee is $100 with an optional $50 expedited service fee. Online filings through Maryland Business Express are automatically expedited (effective $150 total); mail filings may pay the $100 base without expedite.
  • Expedited: egov.maryland.gov/BusinessExpress/home/ProcessingTimes · verified April 21, 2026
    SDAT expedited service: $50 surcharge for 7-10 business day review. Online Maryland Business Express filings include this expedite automatically. Recorded as offered with $50 fee and approximately 168 hours (7 business days) turnaround.
  • File online: egov.maryland.gov/BusinessExpress/ · verified April 21, 2026
    Maryland Business Express supports online filing of Articles of Cancellation. Online filings are automatically expedited at $150 total ($100 base + $50 expedite).
  • Tax clearance required: www.marylandtaxes.gov/business/cessation-of-business.php · verified April 21, 2026
    Comptroller of Maryland Cessation of Business guidance. Maryland does not require a tax clearance certificate from the Comptroller before SDAT will accept Articles of Cancellation for an LLC. The LLC must file final income and sales tax returns and notify the Comptroller to close tax accounts, but no clearance certificate is attached to the Articles of Cancellation. SDAT does require that annual reports and personal property taxes be current before cancellation is accepted.
  • Member vote standard: mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca&section=4A… · verified April 21, 2026
    Md. Code Corp. and Assns. Section 4A-902 (Dissolution events). Defers to the operating agreement for dissolution events; absent a contrary provision, dissolution requires the affirmative vote or written consent of all members.
  • Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
    IRS closing-a-business checklist: final federal returns, employment tax deposits, and EIN account closure.