How to dissolve a Michigan LLC
Data last updated: Apr 21, 2026The quick read on dissolving a Michigan LLC
At $10, Michigan's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Michigan accepts the dissolution filing online or mail, with online approvals in about 7 business days. 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 Michigan 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 Michigan
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
Michigan'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 Certificate of Dissolution (Form CSCL/CD-731) with Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division
Filing fee is $10. Online filing is available through the state portal. 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 Michigan
Start with the member vote. Under MCL 450.4801, dissolution events are set by the articles of organization or operating agreement first; absent contrary agreement, unanimous member consent is required. Document the vote in a written consent before filing.
File the Certificate of Dissolution (Form CSCL/CD-731) through the MiBusiness Registry Portal, which replaced the legacy COFS system on June 23, 2025. Standard fee is $10 with roughly 7 business days of processing. Mail filings to P.O. Box 30054, Lansing, MI 48909 cost the same $10 and run about 14 days. Expedite is available in four tiers: $50 for 24-hour, $100 for same-day, $500 for 2-hour, or $1,000 for 1-hour, on top of the $10 base fee.
Close Michigan taxes separately. The Department of Treasury does not gate LARA on clearance, but within 60 days after dissolution, submit Form 5156 Tax Clearance Request to confirm final income tax, withholding, sales, and Michigan Business Tax obligations are satisfied. The clearance itself is not required for dissolution, but it protects members from successor liability on unpaid Michigan taxes. Close the federal side: final IRS return marked final, Form 966 if the LLC elected C-corp treatment, and a written EIN closure letter.
What a clean Michigan dissolution actually costs
The Secretary of State fee is rarely the biggest line item. For most Michigan 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 Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations 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 Michigan compares to other states
At $10, Michigan'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, Michigan sits at #7 from cheapest to most expensive.
Filing path matters as much as the fee. Michigan's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Michigan does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.
Requirements at a glance
Common pitfalls
The first Michigan-specific trap is the portal migration. LARA switched from COFS to the MiBusiness Registry on June 23, 2025, and older guides still reference the old URLs and login flow. Filers landing on defunct bookmarks waste time assuming the system is broken, when the real fix is just to switch portals. Use mibusinessregistry.lara.state.mi.us with a MiLogin for Business account.
The second pitfall is skipping the post-dissolution Form 5156 tax clearance. Michigan dissolution is technically clean without it, but Treasury maintains a statutory successor-liability doctrine that can reach members personally for unpaid Michigan taxes after dissolution. Form 5156 creates a documented closing point: once Treasury issues the clearance, members are protected. For any LLC that had employees, sales tax collections, or meaningful income, filing the clearance within the 60-day window is cheap insurance.
What happens after the state accepts your filing
Once LARA accepts Form CSCL/CD-731, the LLC is dissolved under MCL 450.4801 and no further Michigan annual statements are due. The $25 annual statement obligation (due February 15) stops accruing from the effective date of dissolution. Michigan does not publish a specific holding period before the name becomes available, so the name can be reused by another filer after dissolution posts. Keep the LLC's books, bank records, and tax filings for at least seven years to cover Michigan's 4-year general assessment statute plus the federal 6-year extended statute. File Form 5156 with Treasury within 60 days to lock in the tax-clearance protection.
Documents and filings checklist
- Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
- Certificate of Dissolution (Form CSCL/CD-731)
Filed with $10 fee at Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations 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
Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division
- Website
- www.michigan.gov/lara/bureau-list/cscl/corps
- Phone
- (517) 241-6470
- CorpsMail@michigan.gov
- Corporations, Securities and Commercial Licensing Bureau, Corporations Division, P.O. Box 30054, Lansing, MI 48909
- Office
- 2501 Woodlake Circle, Okemos, MI 48864
- Hours
- 8:00 AM to 5:00 PM Eastern, Monday to Friday
Frequently Asked Questions
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How much does it cost to dissolve a Michigan LLC?
The Certificate of Dissolution (Form CSCL/CD-731) is $10 online through the MiBusiness Registry Portal or by mail to Lansing. Expedite tiers add to the base: $50 for 24-hour, $100 same-day, $500 for 2-hour, or $1,000 for 1-hour service. A typical clean closure runs $10 to $60. Michigan is one of the cheapest states in the country for LLC dissolution.
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How long does Michigan LLC dissolution take?
Online filings through the MiBusiness Registry Portal process in about 7 business days at the $10 base fee. Mail filings to P.O. Box 30054 in Lansing run about 14 days. Add $50 to bring that down to 24 hours, $100 for same-day, or pay $500 or $1,000 for the 2-hour and 1-hour tiers if timing is critical.
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Do I need a tax clearance certificate in Michigan?
Not to file Form CSCL/CD-731, but you should request one within 60 days after dissolution. Michigan Treasury offers Form 5156 Tax Clearance Request, which confirms final income tax, withholding, sales, and Michigan Business Tax obligations are satisfied and protects members from successor liability on unpaid state taxes. Clearance is not a prerequisite to LARA accepting the dissolution, but skipping it leaves members exposed to post-dissolution tax assessments.
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What vote is needed to dissolve a Michigan LLC?
The articles of organization or operating agreement control under MCL 450.4801. Absent contrary provisions, the statutory default is unanimous consent of all members. Follow whatever threshold the agreement specifies and document the vote in a written consent before filing. See Michigan LLC formation for background on MCL 450.4102 and the operating agreement framework.
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Do I use the old COFS system or the new MiBusiness Registry?
MiBusiness Registry only. LARA migrated all LLC filings to mibusinessregistry.lara.state.mi.us on June 23, 2025, retiring the legacy COFS system. File Form CSCL/CD-731 through the new portal using a MiLogin for Business account. Older guides and third-party articles that reference COFS are out of date.
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What happens if I just stop filing the annual statement?
Michigan allows two consecutive years of missed $25 annual statements before administratively dissolving the LLC under MCL 450.4909. Administrative dissolution is worse than voluntary: the entity stays on record as dissolved for non-compliance, reinstatement requires catching up every missed year plus penalties, and successor liability for Michigan taxes is not cleanly resolved. File Form CSCL/CD-731 while the LLC is still in good standing, and request Form 5156 clearance after.
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Do I still need to notify the IRS?
Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. 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 has the full federal checklist.
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How long does LLC dissolution take in Michigan?
Online filings are processed in about 7 business days through the state portal. Mail filings take about 14 business days once received. Paid expedite for $50 cuts processing to 24 hours.
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Can I file the Certificate of Dissolution (Form CSCL/CD-731) online?
Yes. Michigan accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
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What vote is required to dissolve a Michigan LLC?
Michigan'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.
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Does dissolution close my federal tax obligations?
No. The Michigan 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.
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Will my LLC name become available for someone else to use after dissolution?
In most cases yes. Michigan 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.
Related
Sources
- Filing fee: www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/Folder1/731_0… · verified April 21, 2026
LARA Form CSCL/CD-731 Certificate of Dissolution for Domestic LLC lists a $10 filing fee under MCL 450.5101. Same fee for paper and online filings. - Expedited: www.michigan.gov/lara/bureau-list/cscl/corps/expedited-service · verified April 21, 2026
LARA expedited service (Form CSCL/CD-272): 24-hour $50, same-day $100, 2-hour $500, 1-hour $1,000. 24-hour tier recorded. Fees are in addition to the $10 dissolution filing fee. - File online: mibusinessregistry.lara.state.mi.us/ · verified April 21, 2026
MiBusiness Registry Portal launched June 23, 2025 replacing the legacy COFS system. All LARA filings including Certificate of Dissolution are submitted online through mibusinessregistry.lara.state.mi.us using a MiLogin for Business account. - Tax clearance required: www.michigan.gov/taxes/business-taxes/tax-clearance · verified April 21, 2026
Michigan Treasury Tax Clearance page. A tax clearance is not a prerequisite to filing the LARA Certificate of Dissolution; the LLC may dissolve with LARA first. However, Treasury requires the dissolved LLC to request a Tax Clearance Request (Form 5156) within 60 days of dissolution to confirm all state taxes have been satisfied. Clearance protects members from successor liability but is not required before LARA accepts Form CSCL/CD-731. - Member vote standard: www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-4801 · verified April 21, 2026
MCL 450.4801 (Michigan LLC Act). An LLC is dissolved upon the occurrence of events specified in the articles of organization or operating agreement, or by unanimous consent of members absent contrary agreement. - Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist: final federal returns, employment tax deposits, and EIN account closure.