How to Dissolve an LLC in Connecticut: Filings, Taxes, and Records

To dissolve an LLC in Connecticut, the members vote to end the company, file a Certificate of Dissolution with the Secretary of the State, and then wind up the business — paying creditors, distributing what’s left, closing tax accounts, and filing final federal returns. The Secretary of the State charges no fee for the dissolution filing itself, but ignoring the process leaves the LLC on the hook for $80 annual reports and open tax obligations indefinitely.¹

Vote to Dissolve and Put It in Writing

The Connecticut Uniform Limited Liability Company Act requires the consent of a majority in interest of the members to dissolve voluntarily.² If your operating agreement sets a different threshold or procedure, that agreement controls.

Document the vote. Meeting minutes or a written consent signed by the members will do the job. Banks, creditors, and the IRS may ask to see it later, and disputes among members are far easier to resolve when the vote is on paper.

A court can also order dissolution when the people running the LLC have acted illegally, fraudulently, or in a way that is oppressive and directly harmful to a member.² That path is uncommon and only relevant if the members can’t act voluntarily.

File the Certificate of Dissolution

Once the members vote, Connecticut law says you must promptly file a Certificate of Dissolution with the Secretary of the State.³ “Promptly” isn’t defined by a specific number of days, but don’t let it drift for months.

The form asks for a few things:

The LLC’s exact legal name, matching the name on file with the Secretary of the State, including the entity designation (LLC, L.L.C., Limited Liability Company).
An effective date. Dissolution takes effect immediately upon filing unless you specify a future date.
A signature by an authorized person, under penalty of false statement.

These requirements come from the Certificate of Dissolution form published by the Secretary of the State.⁴

You can file online through the CONCORD business portal or by mail to the Business Services Division, Connecticut Secretary of the State, P.O. Box 150470, Hartford, CT 06115-0470.⁴ There is no filing fee.¹ The state generally processes filings within a few business days, and a confirmation goes to the address on the form.⁵

Wind Up the Business

Filing the certificate doesn’t end things. The LLC continues to exist in a limited form while it winds up. During this phase it can still collect debts, defend or bring lawsuits, settle disputes, and transfer property, but only as needed to wrap up.³

The statute sets a strict order for what happens to the money. First, the LLC pays all creditors, including any members it owes money to. Only after every obligation is satisfied can remaining assets go to members. From that surplus, each member first receives an amount equal to their unreturned capital contributions; anything left over gets split proportionally by ownership interest. All distributions must be made in cash.⁶

If the assets won’t cover all the capital contributions members made, the available surplus is divided in proportion to each member’s unreturned contributions, not equally and not by profit-sharing ratios.⁶ Run the numbers before writing checks.

Notify Creditors and Cut Off Future Claims

Connecticut law gives a dissolved LLC two ways to shut off future claims. For known creditors and anyone you know might have a claim, send direct written notice of the dissolution with instructions for submitting a claim.

For unknown or contingent claims, you can publish notice in a newspaper of general circulation in the county where the LLC’s principal office is located. The notice must describe what a claim needs to contain, provide a mailing address, and state that any claim is barred unless the claimant sues within three years of publication.³ Publication is optional, but it starts a clock that protects members from stale claims surfacing years later. If you had customers, clients, or vendors who could potentially sue, the newspaper notice is worth its cost.

Close Your Connecticut Tax Accounts

Connecticut doesn’t require a tax clearance certificate before the Secretary of the State will accept your Certificate of Dissolution. You still need to close your accounts with the Department of Revenue Services, or those obligations keep accruing.

The simplest route is the myconneCT portal. Log in, open the “More” menu, choose “Close Accounts,” and enter a closure date for each account. The closure date should match the last filing period, and all returns must be filed through that date before the account will close.⁷ If your LLC collected sales tax, closing the Sales and Use Tax account also requires closing any related sub-accounts at the same time.

If you held a Sales and Use Tax Permit, file a final Form OS-114 covering the period through your last day of business.⁸

Pay Final Wages and Close Employment Accounts

If your LLC has employees, Connecticut’s wage payment rules set firm deadlines for final paychecks. When employees are laid off due to a business closure, earned wages must be paid no later than the next regular payday.⁹ If you formally discharge employees rather than lay them off, the deadline is tighter: the next business day after discharge.¹⁰

Close your unemployment tax account with the Connecticut Department of Labor. Then file final federal employment tax returns — Form 941 for the last quarter and Form 940 for federal unemployment — and check the “final return” box on each.

File Final Federal Returns

How the LLC files its last federal return depends on how it’s classified for tax purposes:¹¹

Partnership (the default for multi-member LLCs): file a final Form 1065 with the “final return” box checked, and mark “final K-1” on each member’s Schedule K-1.
S corporation: file a final Form 1120-S with the “final return” box checked, plus final K-1s for each shareholder.
C corporation: file Form 966 after adopting a plan of dissolution, then file a final Form 1120 with the “final return” box checked.
Disregarded entity (the default for single-member LLCs): report the final activity on Schedule C with your personal Form 1040.

Whatever the classification, report gains or losses from selling business assets on the appropriate Schedule D.

File Your FinCEN Beneficial Ownership Report

Under the Corporate Transparency Act, most LLCs must file a Beneficial Ownership Information (BOI) report with FinCEN, and dissolving does not erase that obligation. If your LLC existed as a legal entity at any point on or after January 1, 2024, it must file a BOI report even if you dissolve before the deadline.¹²

For LLCs formed in 2025 or later, the report is due within 30 days of formation, and dissolving before that window doesn’t excuse the filing. The one exception: an LLC fully and irrevocably dissolved before January 1, 2024, doesn’t need to file.¹²

If your LLC already filed its BOI report before dissolving, you do not need to file an updated report reflecting the dissolution.¹²

How Long to Keep Records

Closing the business does not close the IRS’s audit window. The standard period of limitations is three years from when you filed the return. That stretches to six years if more than 25% of gross income went unreported, and there is no limit at all if a return was fraudulent or never filed.¹³

Employment tax records have a four-year retention period, measured from the date the tax was due or paid, whichever is later.¹³ If you filed a claim for a bad debt deduction or a loss from worthless securities, hold those records for seven years. As a practical matter, keeping all tax returns, bank statements, contracts, and key correspondence for at least seven years covers most scenarios.

What Happens If You Skip Dissolution

Walking away doesn’t make the LLC disappear. Connecticut charges $80 for the annual report every LLC must file between January 1 and March 31.¹ If you stop filing, obligations pile up and the state will eventually act on its own.

When an LLC falls more than one year behind on its annual report, the Secretary of the State can send a notice warning that the company’s rights and powers are considered forfeited. If the overdue reports aren’t filed within three months of that notice, the Secretary files a certificate of dissolution by forfeiture, ending the LLC’s legal existence involuntarily.³ The same process applies if the LLC fails to maintain a registered agent in the state.

An LLC dissolved by forfeiture still has to wind up its affairs and can apply for reinstatement, but it cannot conduct normal business in the meantime.³ Forfeiture also does nothing to close your DRS tax accounts or your federal filings. Handling the dissolution yourself while records are still fresh is far cleaner than letting the state force the issue after years of neglect.

1
Business.CT.gov. Domestic Limited Liability Companies Forms and Fees
2
Justia Law. Connecticut Code Title 34 – Section 34-267 – Events Causing Dissolution
3
Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act
4
Connecticut Secretary of the State. Certificate of Dissolution – Limited Liability Company
5
Business.CT.gov. Business Dissolution – LLC
6
Justia Law. Connecticut Code Title 34 – Section 34-267f – Disposition of Assets in Winding Up
7
Connecticut Department of Revenue Services. Closing a Tax Account
8
Connecticut State Department of Revenue Services. Sales and Use Tax Returns
9
Justia Law. Connecticut Code Title 31 – Section 31-71c – Payment of Wages on Termination of Employment
10
Connecticut Department of Labor. Wage Payment Laws
11
IRS. Closing a Business
12
FinCEN. Frequently Asked Questions
13
IRS. How Long Should I Keep Records