How to Dissolve an LLC in Michigan (2026)

To dissolve an LLC in Michigan, file a Certificate of Dissolution (Form CSCL/CD-731) with the Department of Licensing and Regulatory Affairs (LARA), with a $10 filing fee, online or by mail. The step people overlook: within 60 days after filing the dissolution, you must request a tax clearance from the Michigan Department of Treasury using Form 5156. Unlike states where tax clearance is a prerequisite, Michigan has you file the dissolution first and request clearance afterward.

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

Michigan LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Review your operating agreement and hold the required member vote to dissolve, then record it in writing. Michigan's Certificate of Dissolution asks you to identify the basis for dissolution, such as a member vote or an event specified in your articles or operating agreement. The documented decision supports the rest of the process.

Step 2: Confirm good standing first

Before you can file the dissolution, the LLC must be in good standing with LARA. If your LLC has fallen out of good standing, for example by missing annual statements, you must restore good standing before LARA will accept the Certificate of Dissolution. Michigan LLCs file an annual statement each year (due February 15), so if you've missed filings, bring them current first. Check your status through the LARA online system before filing.

Step 3: 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, with creditors paid first. Distributing assets ahead of creditors can expose members to personal liability for the company's obligations, so respect the order.

Step 4: File the Certificate of Dissolution with LARA

File Form CSCL/CD-731 (Certificate of Dissolution) with LARA's Corporations, Securities & Commercial Licensing Bureau, with the $10 fee. You can file online through the Michigan Corporations Online Filing System (corpfileonline) by selecting "Dissolve a Business," or mail the completed form with a check payable to the State of Michigan to the Lansing P.O. box. Expedited processing is available in tiers for an additional fee if you need it faster. The form must be signed by an authorized manager, member, or agent.

Step 5: Request your tax clearance within 60 days (the part people miss)

Here's the Michigan-specific timing. After you file the Certificate of Dissolution, you have 60 days to request a tax clearance from the Michigan Department of Treasury, using Form 5156 (Request for Tax Clearance). The Treasury reviews your business tax account, and if there are no outstanding taxes, issues a Tax Clearance Certificate. You don't submit the clearance certificate back to LARA, the requirement is simply that you request the Treasury's review within that 60-day window after dissolving.

This is the opposite of how Texas works. In Michigan, you dissolve first with LARA, then request the tax clearance from Treasury afterward, within 60 days. Skipping this step is the most common Michigan dissolution mistake, because the LARA filing feels like the finish line when there's still the Treasury request to make.

Step 6: Close accounts, licenses, and registrations

Finish by closing the company's footprint: file final Michigan and federal tax returns, close any sales-tax and withholding accounts with the Treasury, cancel local business licenses and permits, close business bank accounts, cancel the EIN with the IRS if appropriate, and withdraw any out-of-state registrations.

The Michigan wrinkle: clearance comes after, within 60 days

Michigan's defining feature is the order of operations on taxes. Many states make tax clearance a prerequisite, you can't dissolve until the tax agency signs off. Michigan flips that: you file the Certificate of Dissolution with LARA first, and then you have 60 days to request the tax clearance from the Department of Treasury via Form 5156.

The risk is treating the $10 LARA filing as the end of the process. It isn't, the Treasury clearance request is a distinct, time-boxed step that follows, and missing the 60-day window leaves a loose end on your tax account. The clean Michigan dissolution is: restore good standing if needed, file Form CSCL/CD-731 with LARA, then promptly request the Treasury tax clearance with Form 5156 within 60 days. Owners who skip the clearance, or who never restored good standing in the first place, are the ones who run into the kind of lingering obligations described in can you just walk away from an LLC.

Frequently asked questions

How much does it cost to dissolve an LLC in Michigan?

The LARA filing fee for the Certificate of Dissolution is $10. Expedited processing costs more, in tiers ranging from roughly $50 up to $1,000 depending on how fast you need it. If your LLC isn't in good standing, you'll also need to file any missed annual statements and pay those fees first. The tax-clearance request to the Department of Treasury doesn't add a filing fee, but any unpaid taxes must be resolved.

Do I need tax clearance before dissolving a Michigan LLC?

No, and this is where Michigan differs from many states. You file the Certificate of Dissolution with LARA first, and then request the tax clearance from the Department of Treasury within 60 days afterward, using Form 5156. The clearance is a follow-up step, not a prerequisite. You don't submit the clearance certificate back to LARA; you just need to request Treasury's review within that window.

How long does it take to dissolve an LLC in Michigan?

The LARA Certificate of Dissolution processes fastest when filed online, typically within a few business days, with expedited tiers available for faster turnaround. Remember that dissolution isn't fully complete until you've also requested the Department of Treasury tax clearance within 60 days of filing. If your LLC needs to restore good standing first, that adds time before you can file at all.

This page covers the Michigan specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for other high-volume states, California and Georgia. Michigan's official forms are available from LARA, and tax clearance is requested from the Michigan Department of Treasury.