How to Dissolve an LLC in Connecticut

What Dissolving an LLC Means in Connecticut

Connecticut law treats dissolution and winding up as connected but distinct stages. Once an LLC is dissolved, it continues only for the purpose of winding up its activities and affairs. That means the company can finish the closeout work needed to settle obligations, dispose of property, resolve claims and distribute remaining assets.

Before You File: Approve the Dissolution

Start with the operating agreement. Connecticut law provides that an LLC is dissolved if an event or circumstance in the operating agreement causes dissolution, or by consent of a majority in interest of the members, among other statutory events. Keep the approval record with the LLC's internal books and records.

Wind Up the Connecticut LLC

Connecticut's winding-up statute requires a dissolved LLC to discharge debts and liabilities, settle and close its activities and affairs, and marshal and distribute its assets. The company can also take other steps reasonably necessary to finish the closeout.

• Collect receivables and secure company property. Know what still belongs to the LLC.
• Settle and close activities. End contracts, subscriptions and operating commitments where appropriate.
• Preserve final records. Keep dissolution, tax and distribution records together.

Pay Creditors and Other Liabilities

Before distributing the remaining value of the company, identify and address known debts, payroll, taxes, refunds, loans, leases and other obligations. Connecticut has statutory procedures for known and other claims against a dissolved LLC, so a business with material or disputed liabilities should not reduce creditor handling to a generic publication checklist.

Close Connecticut Tax Accounts Separately

The Secretary of the State dissolution filing does not automatically close Department of Revenue Services accounts. DRS instructs businesses to close applicable accounts through myconneCT using the Close Accounts function. Tax types not handled in myconneCT may need to be closed through the Taxpayer Service Center or another DRS process.

File the Connecticut Certificate of Dissolution

The current filing is a Certificate of Dissolution for a domestic limited liability company. Connecticut's current business fee schedule lists the filing fee at $0. The state supports online filing through Business.CT.gov, and paper filing is also available.

What Happens After Filing

Keep the accepted Certificate of Dissolution with the LLC's records and finish any remaining winding-up work. Connecticut law allows the dissolved LLC to continue only for winding up, so do not resume ordinary operations after dissolution unless another legally valid change occurs.

Close the Remaining Business Accounts

• DRS accounts: close the accounts that apply through myconneCT/TSC and file required final returns.
• Licenses and permits: cancel state, local and professional registrations separately where needed.
• EIN: use LLC School's Cancel or Close an EIN guide for the separate federal account process.
• Foreign registrations: withdraw or cancel the Connecticut LLC separately in other states where it qualified.

Common Connecticut LLC Dissolution Mistakes

• Assuming a generic unanimous-vote rule when Connecticut's statutory default is majority in interest unless another dissolution event controls.
• Stopping operations without completing the required winding-up work.
• Assuming the Secretary of the State filing closes DRS tax accounts automatically.
• Leaving licenses, EIN or other-state registrations open after dissolution.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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