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I want to dissolve my single member LLC but I did not pay taxes. LLC never conducted any business. The LLC is in IL.

Palatine, IL |


I want to dissolve my single member LLC but I did not pay taxes.
LLC never conducted any business.
The LLC is in IL.
What form do I need to fill in to officially dissolve it ?


Attorney Answers 4

  1. You may be better off letting it die on the vine. You have no personal responsibility for the taxes as long as you have not taken a distribution from the LLC. The LLC will receive tax and penalty statements from the state for a few years, but you can ignore them. If you still want to dissolve it, go to and search for LLCs.

    DISCLAIMER—This answer is for informational purposes only under the AVVO system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship. I am admitted only in California. (Bryant) Keith Martin

  2. The form is found at It is labeled as LLC-35.15. However if no transactions were made via LLC and you have no liabilities, letting it dissolve by not renewing it is an option.

  3. Both of the previous answers were good ones, and you notice that both suggested you just let the LLC die or wither away, which would be my advice also. To further explain this, the Illinois LLC act requires each domestic and admitted foreign LLC to file a report to the Secretary of State once a year, in the month which is the anniversary of its organization or admission. A filing fee of $250 is due with the report. If you fail to file that report, the Secretary will first notify you that the company has slipped into delinquent status, and you have so many more months to file the report. If you still fail to file, a penalty of $300 is added to the filing fee of $250. After that, when a few more months have passed, the Secretary will dissolve the company. Technically the company will owe the filing fee and the penalty, but, since you are not personally liable for the debts of the company, the State will have no one to collect from, and that will be the end of the matter. The name of your LLC will not be available for three years after dissolution, just in case you want to come back and reinstate, but if you do reinstate you will have to pay the original filing fee, the penalty, interest, fees for additional years, penalties on those years, etc.

    If you file the articles of dissolution you will have to pay a filing fee, but you won't have penalties and interest to worry about if you change your mind later and wish to reinstate.

    Answering your question on AVVO, does not create a lawyer-client relationship between us. I practice in Illinois and would be happy to hear from you if you have additional questions.

  4. If you do nothing the Secretary of State will "involuntarily" dissolve the entity. Based on your information there are no tax consequences so this appears to be solely an administrative issue. If you really want to spend $100, you can file "Articles of Dissolution" as suggested above.

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