How to Fill Out and File the Michigan Certificate of Dissolution (CSCL/CD-731)

To close a Michigan LLC voluntarily, file the Michigan Certificate of Dissolution, Form CSCL/CD-731, with the Corporations, Securities & Commercial Licensing Bureau inside the Department of Licensing and Regulatory Affairs (LARA). The filing fee is $10, and you can submit online, by mail, or in person at the Bureau’s Lansing office.¹ Within 60 days after filing, the LLC must also request a tax clearance from the Michigan Department of Treasury.

This form is for limited liability companies only. If you are dissolving a Michigan profit corporation, you need Form CSCL/CD-531 instead, which follows a different statutory process.

When You Use This Form

Form CSCL/CD-731 covers voluntary dissolution in two situations spelled out on the form.² The first is when an event written into the Articles of Organization or the operating agreement triggers dissolution, such as a fixed end date. The second is a unanimous vote of all members to dissolve. Judicial and administrative dissolutions run through a different process and do not use this form.

Filling Out Each Field

The form is a single page, but every entry must match LARA’s records exactly. You can download the current version from the LARA website or complete it through the MiBusiness Registry Portal.

LLC name. Enter the full legal name exactly as it appears in LARA’s records. A missing comma or “LLC” versus “L.L.C.” can delay processing. If you are unsure of the exact form on file, search the Bureau’s online entity database before you write anything in this field.
Identification number. Enter the ID number the Bureau assigned to your LLC. The form instructions say you may leave it blank if you do not know it, but including it speeds up processing. It appears on your original Articles of Organization and on prior filing confirmations.¹
Reason for dissolution. Check one box only. Pick the “happening of an event” box if a triggering event caused the dissolution, or the “unanimous vote” box if the members voted.
Effective date (optional). The dissolution takes effect on the date LARA files the document unless you write in a later date, which cannot be more than 90 days after the Bureau receives the form. A delayed date can help if you need a few extra weeks to wrap up a contract or close a bank account before dissolution becomes official.¹
Signature. A member, manager, or authorized agent signs, prints their name, and states their capacity, for example “Managing Member.” Only one signature is required on the form, but the underlying authorization (the unanimous vote or triggering event) must already have occurred before signing.

How to Submit and Pay

LARA accepts the form three ways, and the $10 filing fee is nonrefundable regardless of method.¹

Online. Use the MiBusiness Registry Portal at michigan.gov/corpfileonline. The portal takes credit card payment and issues a confirmation. This is the fastest standard option.
Mail. Send the form with a check or money order payable to the State of Michigan to: Michigan Department of Licensing and Regulatory Affairs, Corporations, Securities & Commercial Licensing Bureau, Corporations Division, P.O. Box 30054, Lansing, MI 48909. Write the LLC name and ID number on the check memo line.
In person. Drop the form off at 2407 N Grand River Ave, Lansing, MI 48906 during business hours.³

Standard processing time depends on the Bureau’s workload, which fluctuates seasonally. Online submissions usually process faster than mailed filings.

Expedited Service

If you need faster turnaround, LARA offers tiered expedited service on top of the $10 base fee:⁴

24-hour service: $100
Same-day service: $200
Two-hour service: $500
One-hour service: $1,000

Expedited fees are nonrefundable and paid at the time of submission. A same-day dissolution costs $210 total. Include the expedited fee with your check if filing by mail, or pay it as part of the online transaction.

Veteran Fee Waiver

If a majority of the membership interests are held by one or more honorably discharged veterans of the U.S. armed forces, the filing fee may be waived. Contact the Corporations Division to ask about the waiver before you submit the form.¹

Request Tax Clearance Within 60 Days

Filing the certificate is not the last step with the state. Within 60 days after submitting Form CSCL/CD-731, the LLC must request a tax clearance from the Michigan Department of Treasury.¹ The clearance confirms all state taxes owed by the LLC have been paid or otherwise resolved. Request it through the Tax Clearance Section:

Online: www.michigan.gov/TaxClearance
Phone: (517) 636-5260
Mail: Michigan Department of Treasury, Tax Clearance Section, Lansing, MI 48922

If the LLC has back taxes or unfiled returns, Treasury will not issue clearance until those are settled. Ignoring the requirement does not undo the dissolution, but it can create problems later, including personal liability exposure for members if the state determines taxes went unpaid.

Federal Filings After Dissolution

If the LLC is taxed as a corporation (either because it elected corporate tax treatment on Form 8832 or is a multi-member LLC that chose S-corp status), file IRS Form 966 within 30 days of adopting the plan to dissolve.⁵ If the plan is later amended, file another Form 966 within 30 days of the amendment. Single-member LLCs treated as disregarded entities and multi-member LLCs taxed as partnerships do not file Form 966, but they still need to file a final federal return (Form 1040 Schedule C or Form 1065) with the “final return” box checked.

At the state level, file a final Michigan return covering the LLC’s last tax year through the dissolution date. The Treasury tax clearance is how the state verifies everything is squared away.

Winding Up After the Certificate Is Filed

Dissolving on paper does not instantly end the LLC’s obligations. After the dissolution takes effect, the company continues to exist for the limited purpose of winding up its affairs. In this phase the LLC collects amounts owed to it, sells or distributes remaining assets, and pays outstanding debts. It cannot take on new business; it can only finish what is already in progress and settle its accounts.

Members and managers keep their roles during wind-up and are held to the same standards of conduct that applied before dissolution. Title to LLC assets stays in the LLC’s name until formally transferred. Do not close the bank account or let the registered agent lapse until every obligation is resolved, every creditor is paid or dealt with, and remaining assets are distributed to members.

Notifying Creditors

Michigan law lets a dissolved LLC send written notice to known creditors, setting a deadline of at least six months for them to submit claims. The notice must describe what a claim needs to include, give a mailing address for submitting claims, state the deadline, and warn that late claims are barred. Sending it is optional but strategically useful because it starts the clock on cutting off stale claims. A creditor who received proper notice and missed the deadline loses the right to collect.

For unknown creditors (people or businesses the LLC does not know have a potential claim), the LLC can publish a notice of dissolution in a newspaper of general circulation. Published notice triggers a separate deadline, generally one year from publication, after which those unknown claims are also barred. Neither notice is mandatory, but skipping both means creditors can potentially surface years later.

Member Liability for Improper Distributions

Members who receive distributions during or after dissolution can face personal liability if the LLC has not yet paid or adequately provided for its debts. If you take money out before creditors are satisfied, creditors can come after you personally for the amount you received. The liability is capped at the difference between what was distributed and what could lawfully have been distributed, but that cap is little comfort when the LLC’s debts exceed its assets. Pay creditors first, distribute to members last.

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Michigan Department of Licensing and Regulatory Affairs. CSCL/CD-731 Certificate of Dissolution
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Michigan Department of Licensing and Regulatory Affairs. Dissolution
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Michigan Department of Licensing and Regulatory Affairs. Corporations Division Hours and Directions
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Michigan Department of Licensing and Regulatory Affairs. Domestic Profit and Professional Corporations Filing Fees
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IRS. Form 966 Corporate Dissolution or Liquidation