How much does it cost to dissolve a Colorado LLC?

The Statement of Dissolution filing fee is $10, online only through the Colorado Secretary of State portal. There is no paper filing option and no expedited tier because the standard filing posts in about one business day. If the LLC is delinquent on any Periodic Report, add a $100 Statement Curing Delinquency plus the $25 missed report before the SOS will accept the dissolution.

How long does Colorado LLC dissolution take?

Online filings through the SOS portal typically post within one business day. Colorado does not accept paper dissolution filings and does not offer a paid expedited tier because the standard timeline is already same- or next-business-day. Plan on a 1 to 2 day turnaround from submission to acceptance.

Do I need a tax clearance certificate in Colorado?

No. The Colorado Department of Revenue does not issue or require a tax clearance certificate before the SOS will accept a Statement of Dissolution. You still need to file final sales tax and withholding returns and close DOR accounts, but clearance is not a prerequisite to the $10 dissolution filing.

What vote is needed to dissolve a Colorado LLC?

Under C.R.S. Section 7-80-801, the default is written consent of all members if the operating agreement is silent. Your agreement may specify a different threshold, so pull it, follow what it says, and document the vote in a written consent before filing. See the Colorado LLC formation page for more on the operating agreement framework.

What happens if I just stop filing the Periodic Report?

The LLC falls out of good standing 2 months after the formation-anniversary month, picks up a $50 late penalty, and goes into delinquent status. Curing delinquency costs $100 plus the $25 missed Periodic Report. Eventually the SOS administratively dissolves the entity, but reinstating later costs more than a clean $10 Statement of Dissolution would have.

Do I need to close home-rule city sales tax accounts separately?

Yes. Many Colorado cities, including Denver, Boulder, and Colorado Springs, administer their own sales tax separately from the state Department of Revenue. Dissolving the LLC with the SOS and closing the state sales tax account does not cancel home-rule city licenses. Contact each city tax office directly to close those accounts, or the local permits keep renewing.

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 full federal checklist.

Dissolve a Colorado LLC: $10 online-only, 1-day turnaround

$10 Filing fee Statement of Dissolution

Online only Filing path No paid expedite

1 business day online Approval time

Not required Tax clearance

The quick read on dissolving a Colorado LLC

At $10, Colorado's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Colorado accepts the dissolution filing online-only, with online approvals in about 1 business day. 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 Colorado 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 Colorado

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

Member vote to dissolve
Colorado'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.
File the Statement of Dissolution with Colorado Secretary of State - Business Division
Filing fee is $10. Online filing is available through the state portal.
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.
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 Colorado

Start with the member vote. Under C.R.S. Section 7-80-801, the default is written consent of all members if the operating agreement does not specify another threshold. Document the vote in a written consent before filing.

File the Statement of Dissolution online through the Colorado SOS business portal at coloradosos.gov. Colorado accepts only electronic filings for LLC dissolution; paper submissions are not allowed under 7 C.C.R. 1505-9 Rule 1.4. The fee is $10 and the filing typically posts within one business day. There is no expedited tier because the online filing is effectively same-day already.

Close the state tax side separately. Colorado's Department of Revenue does not issue or require a tax clearance certificate, but the LLC still needs to file final sales tax and withholding returns and close those accounts at tax.colorado.gov. If the LLC elected C-corp treatment or joined the Pass-Through Entity (SALT Parity) election, file the final corporate or pass-through return. Close the federal side last: final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request.

What a clean Colorado dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Colorado 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	$10	Filed with Colorado Secretary of State - Business Division
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 Colorado compares to other states

At $10, Colorado's dissolution fee is below the national average of $46, closer to the free end of the spectrum. 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, Colorado sits at #5 from cheapest to most expensive.

Filing path matters as much as the fee. Colorado's online-only dissolution process means faster processing than mail-only states, but no paper filing option. Colorado 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

Public notice required No publication requirement

Member vote standard per operating agreement

per operating agreement

Attorney required DIY filing permitted

Online filing https://www.coloradosos.gov/biz/BusinessEntityCriteriaExt.do

Yes

Mail filing Not accepted

Common pitfalls

The most common Colorado mistake is letting the Periodic Report lapse before filing the dissolution. Colorado's $25 Periodic Report is due in the LLC's formation-anniversary month each year, with a 5-month grace window. Miss that window and a $50 late penalty applies, and the LLC goes into "delinquent" status. Curing delinquency costs $100 (the Statement Curing Delinquency) plus the $25 missed report before the SOS will accept further filings. File the Statement of Dissolution while the LLC is still in good standing, or file the missed Periodic Report first and then dissolve.

The second trap is Colorado's home-rule sales tax. Many Colorado cities self-administer local sales tax separately from the state Department of Revenue. If the LLC had a sales tax license in Denver, Boulder, Colorado Springs, or any other home-rule city, closing the state sales tax account does not cancel the city license. Each city account must be closed directly with that municipality's tax office, or the local permits keep renewing and generating non-filing notices on a dead entity.

What happens after the state accepts your filing

Once the SOS accepts the Statement of Dissolution, the LLC is dissolved under Colorado law and the entity name is released. Members should complete winding up under C.R.S. Section 7-80-803, which covers paying creditors, distributing remaining assets, and cancelling any business licenses and DBAs. File the LLC's final federal return for the year of dissolution, close the EIN with the IRS, and close any home-rule city sales tax accounts separately. Creditor claims can be brought against remaining assets for up to three years under C.R.S. Section 7-80-805, so keep books and bank records accessible during that period.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Statement of Dissolution
Filed with $10 fee at Colorado Secretary of State - Business Division. Form PDF.
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.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Colorado Secretary of State - Business Division

Website: www.coloradosos.gov/pubs/business/main.html
Phone: (303) 894-2200
Email: sos.business@coloradosos.gov
Mail: Colorado Secretary of State, 1700 Broadway, Suite 550, Denver, CO 80290
Office: 1700 Broadway, Suite 550, Denver, CO 80290
Hours: 8:00 AM to 5:00 PM Mountain, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve a Colorado LLC?

The Statement of Dissolution filing fee is $10, online only through the Colorado Secretary of State portal. There is no paper filing option and no expedited tier because the standard filing posts in about one business day. If the LLC is delinquent on any Periodic Report, add a $100 Statement Curing Delinquency plus the $25 missed report before the SOS will accept the dissolution.
How long does Colorado LLC dissolution take?

Online filings through the SOS portal typically post within one business day. Colorado does not accept paper dissolution filings and does not offer a paid expedited tier because the standard timeline is already same- or next-business-day. Plan on a 1 to 2 day turnaround from submission to acceptance.
Do I need a tax clearance certificate in Colorado?

No. The Colorado Department of Revenue does not issue or require a tax clearance certificate before the SOS will accept a Statement of Dissolution. You still need to file final sales tax and withholding returns and close DOR accounts, but clearance is not a prerequisite to the $10 dissolution filing.
What vote is needed to dissolve a Colorado LLC?

Under C.R.S. Section 7-80-801, the default is written consent of all members if the operating agreement is silent. Your agreement may specify a different threshold, so pull it, follow what it says, and document the vote in a written consent before filing. See the Colorado LLC formation page for more on the operating agreement framework.
What happens if I just stop filing the Periodic Report?

The LLC falls out of good standing 2 months after the formation-anniversary month, picks up a $50 late penalty, and goes into delinquent status. Curing delinquency costs $100 plus the $25 missed Periodic Report. Eventually the SOS administratively dissolves the entity, but reinstating later costs more than a clean $10 Statement of Dissolution would have.
Do I need to close home-rule city sales tax accounts separately?

Yes. Many Colorado cities, including Denver, Boulder, and Colorado Springs, administer their own sales tax separately from the state Department of Revenue. Dissolving the LLC with the SOS and closing the state sales tax account does not cancel home-rule city licenses. Contact each city tax office directly to close those accounts, or the local permits keep renewing.
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 full federal checklist.
How long does LLC dissolution take in Colorado?

Online filings are processed in about 1 business day through the state portal.
Can I file the Statement of Dissolution online?

Yes. Colorado accepts LLC dissolution filings online through the state portal. Online is the only accepted filing path; paper mail is not processed.
What vote is required to dissolve a Colorado LLC?

Colorado'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 Colorado 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. Colorado 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.

Colorado LLC formationOpen the Colorado LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: www.coloradosos.gov/pubs/business/feeSchedule.html · verified April 21, 2026
Colorado Secretary of State Business Filing Fee Schedule lists the LLC Statement of Dissolution fee as $10. Colorado is an online-only filing state for business entities; paper filings are not accepted.
File online: www.coloradosos.gov/biz/BusinessEntityCriteriaExt.do · verified April 21, 2026
Colorado requires all business filings, including LLC Statement of Dissolution, to be submitted online through the Secretary of State's business portal. Processing is typically immediate to 1 business day.
File by mail: www.coloradosos.gov/pubs/business/main.html · verified April 21, 2026
Colorado does not accept paper filings for LLC dissolution. All filings must be submitted electronically through the online portal per 7 C.C.R. 1505-9 Rule 1.4.
Tax clearance required: tax.colorado.gov/closing-a-business · verified April 21, 2026
Colorado Department of Revenue does not require a tax clearance certificate before the Secretary of State accepts a Statement of Dissolution. The LLC must file final sales tax and withholding returns and close DOR accounts, but no sign-off is required from the tax agency.
Member vote standard: leg.colorado.gov/sites/default/files/images/olls/crs2023-title-07.pdf · verified April 21, 2026
C.R.S. Section 7-80-801 (Colorado Limited Liability Company Act) provides that an LLC dissolves upon the occurrence of an event specified in the operating agreement or, in the absence of such provision, upon the 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 covers final federal returns and EIN account closure.

Legal Disclaimer: FreeNetLaw provides general legal information, not legal advice. The information on this site is not a substitute for consultation with a licensed attorney. Laws vary by jurisdiction and change frequently. Always verify information with official sources and consult a qualified attorney for advice about your specific situation.

How to dissolve a Colorado LLC