Have you decided to stop transacting business with your Illinois limited liability company? The state of Illinois legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Illinois.
Rocket Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Illinois is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Illinois.
How to Dissolve a Domestic Illinois LLC
Domestic LLCs are required to file the Statement of Termination (Form LLC-35.15). This form must be submitted in duplicate with the Secretary of State. You will need to provide the following information:
- LLC name
- Mailing address for service of process
- Affirmation that the LLC has been terminated
- Title and signature of the applicant
In addition to two copies of the Statement of Termination, you will need to include a check for $5 made payable to the “Secretary of State.” You can then mail the paperwork and payment to the following address:
Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756
The entire dissolution process generally takes 7-10 business days.
How to Dissolve a Foreign LLC in Illinois
Do you need to dissolve a limited liability company based outside of Illinois, but qualified to transact business within this state?
Dissolving a foreign LLC in Illinois requires a different form, though the process is virtually the same. First, you need to fill out and file the Application for Withdrawal (Form LLC-45.40). This form must be filed in duplicate with the Secretary of State, and will require the following information:
- LLC name
- State/country of organization
- Mailing address for service of process
- Affirmation that the LLC is no longer conducting business
- Affirmation that the LLC revokes the authority of its registered agent
- Title and signature of the applicant
Just like the State of Termination, the Application for Withdrawal requires payment of a $5 filing fee, with the check made payable to the “Secretary of State.” The forms and check can be mailed to the same address:
Secretary of State
Department of Business Services
Limited Liability Division
501 S. Second St., Rm. 351
Springfield, IL 62756
You should also expect this filing to take about 7-10 business days to be processed.
What Else Do I Need to Know About LLC Dissolutions in Illinois?
The day after your dissolution filing is processed by the Secretary of State, your business name becomes available for others to claim. This means that if you wish to reinstate your business at a later date, you will need to make sure that no one else is using your business name.
It is also important to keep in mind that your business can be administratively dissolved in Illinois. This can happen if you fail to file your annual report within 6 months of the due date. When this happens, you will need to file an Application for Reinstatement and pay various penalty fees to revive your business. You may also be required to pay any franchise taxes owed during this period.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Both the Statement of Termination and the Application for Withdrawal must be filed in duplicate with the Secretary of State, but neither form is very complicated. You can fill them out in a matter of minutes and have your business dissolved in about a week.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for an Illinois LLC!