How to Dissolve an LLC in Connecticut (2026)

To dissolve an LLC in Connecticut, file a Certificate of Dissolution (Form BUS-035) with the Connecticut Secretary of the State, for a $50 fee. No tax clearance is required, so the filing is straightforward. Two Connecticut-specific points shape the picture: the LLC annual report is due April 1 every year, and if you fall more than a year behind, Connecticut runs a distinctive "dissolution by forfeiture" process, recently modernized under a 2025 law to deliver notices by email.

Here's the full process and the Connecticut-specific specifics.

Connecticut LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and obtain the required member approval under the agreement or Connecticut's LLC Act, then record it. The documented decision is the basis for the Certificate of Dissolution.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Once dissolved, the LLC continues to exist only for the limited purpose of winding up. Distributing assets ahead of creditors can create personal exposure.

Step 3: Handle final taxes

Connecticut doesn't require a tax-clearance certificate to dissolve, so there's no clearance hurdle, but all tax obligations must be satisfied. File your final Connecticut and federal returns, marked final, and close any sales-tax or withholding accounts with the Connecticut Department of Revenue Services.

Step 4: File the Certificate of Dissolution (Form BUS-035)

File Form BUS-035, the Certificate of Dissolution, with the Secretary of the State, $50. The fastest route is online through the Connecticut Business Services portal at business.ct.gov; you can also mail the form to the Hartford P.O. box. The statement-of-dissolution section is pre-filled, and you can set a future effective date if you like. Once processed, the LLC's existence ends.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Connecticut wrinkle: dissolution by forfeiture, now by email

Connecticut's distinctive feature is how it handles non-compliance, and a 2025 law changed the mechanics. Connecticut LLCs must file an annual report by April 1 each year. Under Connecticut General Statutes § 34-267g, if your annual report is more than one year past due, the Secretary sends a Notice of Intent to Dissolve, and you then have three months to file all past-due reports and cure the default. If that window closes without action, the state issues a Certificate of Dissolution by Forfeiture, which officially dissolves the LLC for non-compliance and publicly lists it among the administrative dissolution notices.

What's new: Public Act 24-111, effective January 1, 2025, modernized the process, dissolution notices now go out by email to the address on file (not just by mail), there's a new mandatory NAICS code field on the annual report, and a $25 amended-annual-report fee was introduced. The practical takeaway is that a missed Connecticut report can quietly progress toward forfeiture via an email you might overlook, and a forfeited LLC isn't a clean exit, you can reinstate within three years, but it means back filings and fees. The tidy path is to file the $50 Certificate of Dissolution yourself rather than letting it drift into forfeiture, the Connecticut version of the trap in can you just walk away from an LLC.

Frequently asked questions

How much does it cost to dissolve a Connecticut LLC?

The Certificate of Dissolution (Form BUS-035) costs $50, filed online or by mail with the Secretary of the State. There's no tax-clearance fee. The related cost to watch is the annual report (due April 1): if you've fallen behind, you'd need to clear past-due reports to avoid the dissolution-by-forfeiture process or to reinstate, so staying current keeps the dissolution simple at $50.

Do I need tax clearance to dissolve a Connecticut LLC?

No. Connecticut doesn't require a tax-clearance certificate to dissolve an LLC, the Secretary of the State will process your Certificate of Dissolution without one. You should still file your final Connecticut and federal returns and close your tax accounts with the Department of Revenue Services, but there's no clearance certificate gating the dissolution filing.

What happens if I don't file my Connecticut LLC's annual report?

If your annual report is more than a year past due, Connecticut sends a Notice of Intent to Dissolve (by email, as of 2025) and gives you three months to cure. If you don't, the state issues a Certificate of Dissolution by Forfeiture, dissolving the LLC for non-compliance. That isn't a clean exit, you can reinstate within three years by filing back reports and fees, but filing the $50 Certificate of Dissolution yourself is the cleaner way to close.

This page covers the Connecticut specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Massachusetts and New York. Connecticut's official filing is at the Connecticut Secretary of the State, and taxes through the Department of Revenue Services.