How to Dissolve an LLC in Michigan

What Dissolving a Michigan LLC Means

Michigan law separates the dissolution event from the filing that places that event on the state record. Under MCL 450.4801, an LLC dissolves when the first applicable statutory or governing-document event occurs. For an ordinary voluntary dissolution under section 801(b) or (c), the company files a Certificate of Dissolution when it begins winding up.

Before You File: Approve the Dissolution

Check the articles of organization and operating agreement first. Michigan permits dissolution when an event specified in either document occurs. If the LLC uses the default member-vote route, MCL 450.4801(c) requires the unanimous vote of all members entitled to vote.

The separate organizer route applies only before business has commenced and only when all statutory conditions are met.

Wind Up the Michigan LLC

After dissolution, the LLC enters winding up. Under MCL 450.4805, members or managers who did not wrongfully dissolve the company may wind up its affairs unless the articles, operating agreement, or a court provides otherwise.

Use the winding-up period to finish contracts, collect receivables, dispose of property, resolve claims, prepare final returns, and make distributions in the required order.

Pay Creditors and Handle Claims Before Distributions

MCL 450.4808 puts creditors ahead of member distributions and requires reasonable provision for debts, liabilities, and obligations that are not yet liquidated. Required tax returns and tax obligations must also be handled before assets are distributed.

Michigan provides optional claims procedures: written notice to existing claimants under MCL 450.4806 and a one-time newspaper notice under MCL 450.4807. Publication is not a universal prerequisite to filing Form 731.

Restore Good Standing and Plan the Tax-Clearance Step

LARA states that an LLC whose AR Standing is “Not Good” must restore to good standing before it can file a Certificate of Dissolution.

For an ordinary Form 731 dissolution, the LLC must request tax clearance from the Michigan Department of Treasury within 60 days after submitting the certificate.

File the Michigan Certificate of Dissolution

For an ordinary operating LLC, file CSCL/CD-731 — Certificate of Dissolution with the Michigan LARA Corporations Division. The current nonrefundable filing fee is $10. The form identifies the LLC, states the reason for dissolution, and can specify a later effective date.

Form 731 can be filed online, by mail, or in person. It is signed by a manager if manager-managed, a member if member-managed, or an authorized agent.

Michigan Allows a Later Effective Date

Form 731 is effective when filed unless the certificate states a later effective date. The current form limits that later date to no more than 90 days after the document is received by the administrator.

Request Tax Clearance and Close Michigan Tax Accounts

After submitting Form 731, request tax clearance from the Michigan Department of Treasury within 60 days. Separately, Treasury's business-closing guidance instructs a closing business to notify the Registration Section using Form 163, Notice of Change or Discontinuance, pay delinquent taxes, and complete applicable final tax obligations.

MCL 450.4808 also requires the LLC to file required tax returns and pay tax obligations before assets are distributed in winding up.

What Happens After Michigan Files the Certificate

After the Certificate of Dissolution becomes effective, the LLC can continue acting for winding-up purposes. Existing proceedings do not automatically abate because of dissolution.

Keep the filed certificate, proof of the Treasury tax-clearance request, final tax filings, claim records, distribution records, and final accounting with the LLC's permanent records.

Close the Remaining Michigan Business Accounts

• Michigan Treasury: complete tax clearance, Form 163, and final-return obligations as applicable.
• UIA employer account: report discontinuance or status changes through MiWAM/UIA if the LLC had employees.
• Licenses and permits: cancel state, local, and professional licenses separately.
• EIN: close the IRS business account after federal filing obligations are satisfied.
• Banking and contracts: close accounts after final payments, refunds, and distributions clear.
• Foreign registrations: withdraw separately in other states where the Michigan LLC qualified.

Common Michigan LLC Dissolution Mistakes

• Using Form 730 for an LLC that already commenced business.
• Using a majority-vote rule when the ordinary statutory member-vote route requires unanimity.
• Trying to file while AR Standing is Not Good.
• Missing the 60-day Treasury tax-clearance request after Form 731.
• Distributing assets before creditors and tax obligations are addressed.
• Assuming LARA dissolution automatically closes Treasury, UIA, licenses, EIN, or out-of-state registrations.

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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