How to Dissolve an LLC in Washington, D.C.
A Washington, D.C. LLC dissolves upon a statutory event—most commonly consent of all members for the standard voluntary route. The LLC must wind up and must file Form DLC-8, Statement of Dissolution with the D.C. Department of Licensing and Consumer Protection (DLCP). The current filing fee is $5. The dissolution filing does not itself close D.C. tax, licensing, or unemployment accounts.
For a standard voluntary Washington, D.C. LLC closeout, document consent of all members (unless another dissolution event in the operating agreement applies), wind up the LLC, discharge or provide for liabilities, and file DLC-8 Statement of Dissolution with DLCP. The current filing fee is $5. Close OTR tax accounts, licenses, and any DOES unemployment account separately.
- Filing authority
- D.C. DLCP — Corporations Division
- State filing
- DLC-8 Statement of Dissolution
- Current fee
- $5
- Approval
- All members (standard voluntary route)
- Filing method
- CorpOnline/BOSS; mail or walk-in
- Effective date
- On filing or delayed up to 90 days
- Biennial report
- $300 while active
What Dissolving a Washington, D.C. LLC Means
D.C. law separates the event of dissolution from winding up. Under D.C. Code § 29-807.01, an LLC dissolves upon an event stated in its operating agreement, consent of all members, certain no-member events, judicial dissolution, or administrative dissolution.
Once dissolved, the LLC may continue only for winding up. D.C. Code § 29-807.02 requires the dissolved LLC to discharge debts and other liabilities, settle and close its activities and affairs, marshal and distribute assets, and deliver a Statement of Dissolution for filing.
Before You File: Approve the Dissolution
Review the operating agreement first. If it specifies an event or procedure that causes dissolution, follow that rule. For the standard statutory voluntary-consent route, D.C. Code § 29-807.01(a)(2) requires consent of all members.
Keep the written consent or other dissolution record with the LLC's internal records. It normally is not an attachment to Form DLC-8, but it supports why and when dissolution occurred.
Wind Up the Washington, D.C. LLC
A dissolved D.C. LLC continues only to wind up. The company must discharge debts, obligations, and liabilities; settle and close its activities; marshal assets; and distribute remaining assets in the statutory order.
Pay Creditors and Handle Liabilities Before Distributions
D.C. Code § 29-807.05 requires the LLC to apply its assets to obligations owed to creditors—including members who are creditors—before distributing any surplus to members or other transferable-interest owners.
For known claims, D.C. Code § 29-807.03 provides an optional written notice procedure. The claim deadline cannot be less than 120 days after the claimant receives the notice. If a timely claim is rejected, the rejection notice can require suit within 90 days.
D.C. Code § 29-807.04 also allows an optional publication procedure. If used, notice must be published at least once in a newspaper of general circulation in the District and can create a three-year outside period for covered claims.
Publication is not a universal filing prerequisite. The statute says the dissolved LLC may publish notice. Form DLC-8 does not make newspaper publication a required attachment.
File Form DLC-8 — Statement of Dissolution
The required domestic LLC filing is Form DLC-8 — Statement of Dissolution for Domestic Limited Liability Company. DLCP's current LLC fee schedule lists the filing at $5.
CorpOnline/BOSS supports dissolution filings online. DLCP also publishes Form DLC-8 for paper filing by mail, and walk-in service is available subject to DLCP's service rules and applicable expedited-service charges.
DLC-8 asks for the LLC name, date of the initial certificate of organization, confirmation that the LLC will discharge debts and close its affairs, the dissolution statement, an effective date, and an authorized signature.
Under D.C. Code § 29-102.03, a filing is generally effective when filed or may use a permitted delayed effective date/time no more than 90 days after filing.
Close D.C. Tax, License, and Employer Accounts Separately
Form DLC-8 expressly states that dissolution has no effect on the entity's licensing or tax obligations. The LLC must separately finish the accounts and registrations that apply to its business.
For D.C. taxes, OTR guidance says a business that permanently closes should file a final return for the last period of activity and mark the return final. Use MyTax.DC.gov for the tax types registered to the business and resolve any remaining filing or payment obligations.
If the LLC no longer has employees in the District, the Department of Employment Services says to terminate the unemployment account by submitting a written request to the Office of Unemployment Compensation — Tax Division by letter or email.
No separate DLC-8 tax-clearance attachment: the current Form DLC-8 instructions and domestic LLC fee/form pages reviewed here do not list a separate OTR tax-clearance certificate as an attachment. That does not erase final-return or account-close obligations.
What Happens After D.C. Files the Statement of Dissolution
Once the Statement of Dissolution becomes effective, the public record reflects that the LLC is dissolved, but the company may continue only for winding-up purposes until its affairs are complete.
D.C. Code § 29-807.02 also permits a dissolved LLC to deliver a statement of termination after winding up. DLCP's current domestic LLC forms page prominently provides DLC-8 as the standard dissolution form and does not list a separate numbered domestic LLC termination form, so this guide does not invent a mandatory second form or fee.
Keep the filed DLC-8 confirmation, internal dissolution approval, creditor records, final tax filings, account closures, and final accounting with the LLC's permanent records.
Close the Remaining Business Accounts
- D.C. Office of Tax and Revenue: file final returns, mark them final where required, and close the tax registrations that actually apply.
- D.C. DOES: terminate the unemployment account by written request if the LLC employed workers in the District.
- Licenses and permits: cancel DLCP/local/professional licenses separately where required.
- Federal EIN: the IRS does not “cancel” an EIN, but you can close the IRS business account after required federal filings are complete.
- Banking/contracts: settle final invoices, cancel subscriptions, close merchant and bank accounts, and retain records.
Common Washington, D.C. LLC Dissolution Mistakes
- Filing DLC-8 before documenting the dissolution event. Confirm the operating-agreement event or all-member consent first.
- Assuming the $5 filing closes taxes or licenses. DLC-8 expressly says it does not.
- Paying members before creditors. D.C. law gives creditor obligations priority in winding up.
- Treating publication as mandatory. It is an optional claims-management procedure under § 29-807.04.
- Ignoring biennial-report or status issues while the LLC remains active. D.C. LLCs have a $300 biennial-report obligation while active.
Official Washington, D.C. Sources
Washington, D.C. LLC Dissolution — FAQ
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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