How much does it cost to dissolve an Illinois LLC?

The Statement of Termination (Form LLC-35.15) filing fee is $5, paid by check to the Illinois Secretary of State. Optional expedited service adds $50 for 24-hour turnaround but requires in-person presentation at the Chicago or Springfield office. If the $75 annual report is unfiled, that plus $100 late penalty (and $100 per additional year of delinquency) is still owed before the LLC fully clears.

How long does Illinois LLC dissolution take?

Standard mail-in processing of the Statement of Termination runs about 21 business days once received in Springfield. Online filing is not available for LLC termination; paper is required. Expedited service at $50 delivers 24-hour turnaround but only for in-person submissions. Plan on roughly a month from mailing to acceptance.

Do I need a tax clearance certificate in Illinois?

No. The Illinois Department of Revenue does not require a tax clearance certificate before the Secretary of State will accept a Statement of Termination for an LLC. (LLCs classified as corporations under the Illinois Business Corporation Act Section 13.80 require clearance; standard LLCs do not.) You still need to file final IL-1065 or IL-1120 returns and close any ST-1 or IL-941 accounts at MyTax Illinois.

What vote is needed to dissolve an Illinois LLC?

Under 805 ILCS 180/35-1, the default is affirmative vote or consent of all members if the operating agreement is silent. Your agreement controls, so pull it, follow its threshold, and document the vote in a written consent. That vote is the internal dissolution step; winding up follows, and the Statement of Termination is filed last. See the Illinois LLC formation page for more on the operating agreement framework.

Why does Illinois require paper filing for termination?

Illinois allows online filing for LLC formation and annual reports but not for the Statement of Termination. The Secretary of State has not extended the online system to termination filings, so every LLC dissolution in Illinois is mailed to Springfield or hand-delivered. Plan on roughly 21 business days for standard processing, or $50 expedited for 24-hour turnaround with in-person delivery.

What happens if I just stop filing the annual report?

The Secretary of State administratively dissolves the LLC for failure to file the $75 annual report. The $100 late penalty attaches automatically, plus $100 per additional year of delinquency under 805 ILCS 180/50-15. LLCs classified as partnerships also keep owing the 1.5% Personal Property Replacement Tax until a final IL-1065 is filed. Filing a clean $5 Statement of Termination is cheaper.

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 federal checklist.

Dissolve an Illinois LLC: $5 mail-only Statement of Termination

$5 Filing fee Statement of Termination (Form LLC-35.15)

Mail only Filing path Expedite $50

21 business days mail Approval time

Not required Tax clearance

The quick read on dissolving a Illinois LLC

At $5, Illinois's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Illinois accepts the dissolution filing mail-only, with mail approvals running about 21 business days once the filing is received. 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 Illinois 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 Illinois

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
Illinois'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 Termination (Form LLC-35.15) with Illinois Secretary of State, Department of Business Services, Limited Liability Division
Filing fee is $5. Mail filings are accepted. Paid expedite available for $50.
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 Illinois

Start with the member vote. Under 805 ILCS 180/35-1, the default is affirmative vote or consent of all members if the operating agreement is silent. Document the vote in a written consent; this is the internal dissolution step that triggers the winding-up period.

Wind up the LLC's affairs. Pay creditors, collect receivables, liquidate remaining assets, and distribute any remaining balances to members. Illinois explicitly treats winding up as a distinct phase between internal dissolution and external termination under 805 ILCS 180/35-4. No formal state filing during winding up, but the LLC continues to exist for the limited purpose of closing out its business.

File the Statement of Termination (Form LLC-35.15) with the Secretary of State by mail to the Limited Liability Division in Springfield. Filing fee is $5. Online filing is not available for LLC termination; paper submission is required. Standard processing runs about 21 days. Expedited service is available at $50 for 24-hour turnaround but only for documents presented in person at the Chicago or Springfield office. Close the federal side last with a final federal return marked "final," IRS Form 966 if taxed as a corporation, and a written EIN closure request.

What a clean Illinois dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Illinois 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	$5	Filed with Illinois Secretary of State, Department of Business Services, Limited Liability Division
Paid expedite (optional)	+$50	24-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 Illinois compares to other states

At $5, Illinois'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, Illinois sits at #3 from cheapest to most expensive.

Filing path matters as much as the fee. Illinois's mail-only dissolution process means no instant-confirmation online submission; you mail the document and wait. Illinois 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 Not accepted

Mail filing Department of Business Services, Limited Liability Division, 501 S. Second St., Rm 351, Springfield, IL 62756

Yes

Common pitfalls

The biggest Illinois mistake is thinking the Statement of Termination is the first step. It is the last step. 805 ILCS 180 is structured around three phases: internal dissolution by the members, winding up the business, and then filing the Statement of Termination to formally end the LLC's existence. Filing the Statement of Termination before paying creditors and distributing assets leaves the LLC in a legally ambiguous state and can expose members to creditor claims on distributed assets.

The second trap is the $75 annual report. It is due before the first day of the formation-anniversary month, and late filings add a $100 penalty plus $100 per additional year of delinquency under 805 ILCS 180/50-15. Time the dissolution to land before the anniversary cycle, or file the annual report first. Also note that Illinois LLCs classified as partnerships owe the 1.5% Personal Property Replacement Tax on Form IL-1065, which keeps assessing until a final return is filed.

What happens after the state accepts your filing

Once the Secretary of State accepts the Statement of Termination, the LLC's existence formally ends under the Illinois LLC Act. The $75 annual report requirement stops. Members should complete any remaining winding-up items if not already done, including closing sales tax accounts, withholding accounts, and IL-1065 or IL-1120 filings with the Department of Revenue. File the LLC's final federal return for the year of termination and close the EIN with the IRS. Creditor claims survive under 805 ILCS 180/35-4 against assets distributed to members for up to five years, so retain records through that window.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Statement of Termination (Form LLC-35.15)
Filed with $5 fee at Illinois Secretary of State, Department of Business Services, Limited Liability 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

Illinois Secretary of State, Department of Business Services, Limited Liability Division

Website: www.ilsos.gov/departments/business_services/llc.html
Phone: (217) 524-8008
Mail: Limited Liability Division, 501 S. Second St., Room 351, Springfield, IL 62756
Office: 501 S. Second St., Room 351, Springfield, IL 62756
Hours: 8:00 AM to 4:30 PM Central, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve an Illinois LLC?

The Statement of Termination (Form LLC-35.15) filing fee is $5, paid by check to the Illinois Secretary of State. Optional expedited service adds $50 for 24-hour turnaround but requires in-person presentation at the Chicago or Springfield office. If the $75 annual report is unfiled, that plus $100 late penalty (and $100 per additional year of delinquency) is still owed before the LLC fully clears.
How long does Illinois LLC dissolution take?

Standard mail-in processing of the Statement of Termination runs about 21 business days once received in Springfield. Online filing is not available for LLC termination; paper is required. Expedited service at $50 delivers 24-hour turnaround but only for in-person submissions. Plan on roughly a month from mailing to acceptance.
Do I need a tax clearance certificate in Illinois?

No. The Illinois Department of Revenue does not require a tax clearance certificate before the Secretary of State will accept a Statement of Termination for an LLC. (LLCs classified as corporations under the Illinois Business Corporation Act Section 13.80 require clearance; standard LLCs do not.) You still need to file final IL-1065 or IL-1120 returns and close any ST-1 or IL-941 accounts at MyTax Illinois.
What vote is needed to dissolve an Illinois LLC?

Under 805 ILCS 180/35-1, the default is affirmative vote or consent of all members if the operating agreement is silent. Your agreement controls, so pull it, follow its threshold, and document the vote in a written consent. That vote is the internal dissolution step; winding up follows, and the Statement of Termination is filed last. See the Illinois LLC formation page for more on the operating agreement framework.
Why does Illinois require paper filing for termination?

Illinois allows online filing for LLC formation and annual reports but not for the Statement of Termination. The Secretary of State has not extended the online system to termination filings, so every LLC dissolution in Illinois is mailed to Springfield or hand-delivered. Plan on roughly 21 business days for standard processing, or $50 expedited for 24-hour turnaround with in-person delivery.
What happens if I just stop filing the annual report?

The Secretary of State administratively dissolves the LLC for failure to file the $75 annual report. The $100 late penalty attaches automatically, plus $100 per additional year of delinquency under 805 ILCS 180/50-15. LLCs classified as partnerships also keep owing the 1.5% Personal Property Replacement Tax until a final IL-1065 is filed. Filing a clean $5 Statement of Termination is cheaper.
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 federal checklist.
How long does LLC dissolution take in Illinois?

Mail filings take about 21 business days once received. Paid expedite for $50 cuts processing to 24 hours.
Can I file the Statement of Termination (Form LLC-35.15) online?

No. Illinois accepts the dissolution filing only on paper by mail to Department of Business Services, Limited Liability Division, 501 S. Second St., Rm 351, Springfield, IL 62756. Online filing is not currently available for dissolution.
What vote is required to dissolve a Illinois LLC?

Illinois'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 Illinois 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. Illinois 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.

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

Sources

Filing fee: www.ilsos.gov/publications/pdf_publications/llc3515.pdf · verified April 21, 2026
Illinois Secretary of State Form LLC-35.15 Statement of Termination. Filing fee is $5. Authority: 805 ILCS 180/35-4. Illinois uses a two-step dissolution process for LLCs: the LLC is first dissolved by the members under 805 ILCS 180/35-1, winds up its affairs, then files the Statement of Termination to formally end its existence.
Form name: www.ilsos.gov/departments/business_services/llc.html · verified April 21, 2026
Form LLC-35.15 is the Statement of Termination, the final step in Illinois LLC dissolution. No separate 'Articles of Dissolution' form is filed; the internal dissolution decision is followed by winding up and then termination filing.
File online: www.ilsos.gov/departments/business_services/ · verified April 21, 2026
Illinois Secretary of State accepts the LLC Statement of Termination by mail only. Online LLC filings are limited to formation and annual reports; termination remains a paper filing submitted to the Springfield office.
Tax clearance required: tax.illinois.gov/research/taxinformation/otherinfo/closing.html · verified April 21, 2026
Illinois Department of Revenue does not require a tax clearance certificate before the Secretary of State accepts a Statement of Termination for an LLC. However, LLCs classified as corporations for tax purposes that are subject to Illinois Business Corporation Act Section 13.80 require a tax clearance; standard LLCs do not. The LLC must file final returns (IL-1065, ST-1, IL-941) and close tax accounts via MyTax Illinois.
Member vote standard: www.ilga.gov/legislation/ilcs/ilcs4.asp?DocName=080501800HArt%2E+35&Ac… · verified April 21, 2026
805 ILCS 180/35-1 (Illinois Limited Liability Company Act). LLC dissolves upon events specified in the operating agreement or by the affirmative vote or consent of all members if the operating agreement is silent.
Expedited: www.ilsos.gov/departments/business_services/llc.html · verified April 21, 2026
Illinois Secretary of State offers 24-hour expedited service for a $50 surcharge (over the $5 base fee) on most LLC filings, including Statement of Termination. Document must be presented at the Chicago or Springfield office.
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.

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How to dissolve an Illinois LLC