Updated August 7, 2026. Quick answer: an LLC you stop using does not stop costing. Fees, reports and minimum taxes keep accruing until the entity is formally dissolved with the state — and the bill is waiting when you eventually notice. Walking away is the single most expensive way to end an LLC.
The walk-away trap
People close the business, not the entity. The website comes down, the clients stop, the account is emptied — and the LLC remains on the register, generating obligations.
California is the clearest illustration and the most expensive one. Its annual minimum tax is $800 under Cal. Rev. & Tax. Code §17941, levied on every LLC doing business in the state or whose articles were accepted by the Secretary of State. Read that second limb: registration alone can be enough. An abandoned California LLC can therefore accrue $800 a year, plus penalties and interest, for years after the business stopped.
Other states are cheaper but the mechanism is identical — annual reports, minimum taxes and late penalties do not care whether you are trading. What each state charges annually.
Closing it properly
- Decide internally to dissolve, per the operating agreement if there is one.
- Settle debts and distribute what remains — the order matters where there are creditors.
- File the dissolution or cancellation with the state. This is the step that stops the clock, and it is the one people skip.
- File the final returns, marking them final, and close the tax accounts.
- Cancel registrations, licences and the registered-agent service — the agent fee is a recurring charge that will otherwise renew.
Some states require tax clearance before they will accept a dissolution, so an unpaid balance can block the very filing that stops it growing. That is the argument for doing this promptly rather than when convenient.
If you would rather have it filed for you
Bizee will prepare and file the dissolution paperwork described above on your behalf, in any state. The state filing fee is separate and you pay it either way. Filing it yourself, by the official route above, stays the cheapest way to close an LLC.
Bizee’s BBB rating, verified directly against BBB’s own listing on September 3, 2026: a C, not accredited, with 83 complaints filed and BBB’s own finding that the business “has failed to resolve underlying cause(s) of a pattern of complaints.” Check BBB’s current listing yourself before you buy. A rating we did not just verify is worse than none.
Bizee does not publish a price for this filing on the page this link opens, so you will have to ask for one. We earn a commission if you buy through this link, between $20 and $175 depending on which service you buy, disclosed here rather than left vague. It does not change the price you pay. We are not a law firm and this is not legal advice. Affiliate Disclosure.
See Bizee’s dissolution service
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If you registered in more than one state
Every state you registered in has its own withdrawal filing and its own clock. Dissolving at home does not withdraw you elsewhere — which is one more recurring cost of the out-of-state formation strategy that nobody prices at the start: why forming away from home usually means paying two states.
We do not form or dissolve LLCs and we do not sell filing services. The only ask on this page is a sponsored link, marked as one, and we may be paid if you use it. Nothing above changes based on that.
Sources and limits
Cal. Rev. & Tax. Code §17941 and the $800 figure are from our verified 51-jurisdiction cost dataset, read 2026-08-06.
Dissolution procedure, tax-clearance requirements and fees are state-specific, and every one of them now has its own page: the filing, the fee and the tax-clearance flag for all 51 jurisdictions, each linking to a state page with that state’s form, statute and wind-down steps. Six states attach a tax-clearance step and four of them will refuse the filing without it.
Honest gap. Whether accrued minimum taxes can be abated is not covered here or on the state pages. Neither are creditor claims against a dissolved LLC, reinstatement after an administrative dissolution, or the tax treatment of a final distribution.
See methodology and corrections. General information, not legal or tax advice. This page carries one sponsored link, marked as one.
The obligation that accrues while you are not looking is the periodic report: what your state actually requires, and what it costs. Administrative dissolution is the walk-away trap happening to you rather than by you.
Your state, specifically. What dissolution costs and what you file in all 51 jurisdictions — and if the reports already stopped, what the state does next.
If the company is already lapsed, closing it may not be the next step. In several states a lapsed LLC still legally exists and can simply be brought current; in others the window to come back is short and hard. Each of these guides quotes its own state’s statute.
- Illinois — no deadline at all, but the state reserves your name for nobody: reinstating an Illinois LLC.
- Louisiana — three consecutive missed reports, then a hard three years or the entity is gone for good: reinstating a Louisiana LLC.
- New York — there is no reinstatement filing, because New York never dissolves an LLC for a missed statement: the New York non-answer.
- Ohio — two years to come back, but only one year of name protection: reinstating an Ohio LLC.
- Pennsylvania — the dissolution rule does not switch on until annual reports due in January 2027: reinstating a Pennsylvania LLC.
- Michigan — nothing is dissolved — but your name is available to anyone the day good standing lapses: restoring a Michigan LLC.
- North Carolina — the rules are not in the LLC act; they are borrowed from the corporation act: reinstating a North Carolina LLC.
- New Jersey — the inactive list, and the two-year mark that adds a tax clearance certificate: reinstating a New Jersey LLC.
- Virginia — cancellation with no notice owed to you, and five years before the Clerk loses the power to help: reinstating a Virginia LLC.
- Washington — the LLC act is a stub and several familiar citations were repealed in 2016: reinstating a Washington LLC.
- Arizona — six years to reinstate, six months to keep the name, and it is the Corporation Commission: reinstating an Arizona LLC.
- Colorado — you are probably not dissolved, and the filing you need is not a reinstatement: curing a delinquent Colorado LLC.
If the company is already lapsed, closing it may not be the next step. In several of these jurisdictions a lapsed LLC still legally exists and can simply be brought current; in others the window to come back is short and hard, and in one it is a lawsuit. Each guide quotes its own statute.
- Alabama — there is no administrative dissolution in the LLC Act to reinstate from, and the document a tax-delinquent LLC actually needs comes from the Department of Revenue: the Alabama non-answer.
- Alaska — two years to come back, but the name is released after six months and the bill is double the delinquent amount, not simple back pay: reinstating an Alaska LLC.
- Arkansas — two delinquency systems run through one office, and the franchise-tax side can freeze filings even after the LLC-Act side is cured: reinstating an Arkansas LLC.
- Connecticut — no deadline at all — but the statute swaps the clock for a governance test, so scattered members are the real obstacle: reinstating a Connecticut LLC.
- Delaware — “void” is not the statute’s word; missing the $400 franchise tax costs good standing, and only three years of it cancels the certificate: reviving a Delaware LLC.
- District of Columbia — no deadline, and nothing caps what accrues — each missed biennial cycle adds its own report fee and late fee on top of the $300 reinstatement: reinstating a District of Columbia LLC.
- Hawaii — two full years must lapse before the state can even start, and for that entire window the name has no protection whatsoever: reinstating a Hawaii LLC.
- Idaho — the LLC Act carries no reinstatement rules of its own; the shared business-entity code it points to allows a genuinely generous ten years: reinstating an Idaho LLC.
- Indiana — five years to reinstate, but only 120 days of name protection — the two clocks are not close to each other: reinstating an Indiana LLC.
- Iowa — no deadline to come back, but the automatic right to the company’s own name only survives five years: reinstating an Iowa LLC.
- Kansas — no deadline, and back reports are capped at ten years — but Kansas reserves the name for nobody, so the form has a substitute-name line from the start: reinstating a Kansas LLC.
- Kentucky — the section most search results still cite was repealed in 2011; the rules now live in the general filing act, and one step there closes the door permanently: reinstating a Kentucky LLC.
- Maine — six years to reinstate, three years of name protection — a company can be fully entitled to return and find its name gone: reinstating a Maine LLC.
- Maryland — forfeiture is automatic and hearing-free, with a free 60-day self-cure; miss it and back taxes are owed “whether or not barred by limitations”: reinstating a Maryland LLC.
- Massachusetts — reinstatement is open “at any time,” but dissolution does not cancel the LLC — so the $500-a-year report fee keeps accruing while it sits: reinstating a Massachusetts LLC.
- Minnesota — there is no reinstatement application at all; you file the renewal you skipped plus $25, however many years have passed: reinstating a Minnesota LLC.
- Mississippi — no deadline to reinstate, but name protection ends the instant dissolution takes effect, so the only real clock is whoever files the name next: reinstating a Mississippi LLC.
- Missouri — Missouri LLCs file no annual report at all, and the statute runs two unrelated tracks — picking the wrong one is the trap: reinstating a Missouri LLC.
- Montana — the notice that starts the cure clock can be a newspaper ad in one county, and the five-year bar afterwards is absolute: reinstating a Montana LLC.
- Nebraska — a $30 form inside five years; past that, a flat $500 and a sworn statement that coming back is not a fraud on the public: reinstating a Nebraska LLC.
- Nevada — the annual list and the state business licence are two duties due the same day, and missing the licence alone is deemed to be missing the list: reinstating a Nevada LLC.
- New Hampshire — three years is not a deadline but a fee switch — $135 before, $500 and newspaper publication after, and both relate back in full: reinstating a New Hampshire LLC.
- New Mexico — there is no annual report to miss anywhere in the Act, so the only revocation trigger is the registered agent: reinstating a New Mexico LLC.
- North Dakota — exactly one year to reinstate administratively — miss it and the only route back is a lawsuit in Burleigh County: reinstating a North Dakota LLC.
- Oregon — administrative dissolution does not end the company’s existence, so the name is never released; the five-year window is the thing to watch: reinstating an Oregon LLC.
- Rhode Island — a twenty-year window, paid for with an uncapped $50-per-year penalty and a tax certificate from a second agency: reinstating a Rhode Island LLC.
- South Carolina — a hard two-year cutoff for LLCs — while the corporation section next door has no deadline at all, which is what most search results describe: reinstating a South Carolina LLC.
- South Dakota — no deadline, but the application cannot even be processed without a tax certificate from a second authority: reinstating a South Dakota LLC.
- Tennessee — roughly four months from notice to dissolution at the front end, and almost no deadline at the back — except a one-year rule for expired duration: reinstating a Tennessee LLC.
- Utah — no deadline since the 2024 amendment, but the company’s own name is only guaranteed for five years afterwards: reinstating a Utah LLC.
- Vermont — termination reads as automatic on the text, reinstatement is just as automatic — and both the report fee and the reinstatement fee are owed for every lapsed year: reinstating a Vermont LLC.
- West Virginia — an ordinary two-year window that the Secretary of State cannot close alone — it needs a certificate from the State Tax Commissioner: reinstating a West Virginia LLC.
- Wisconsin — recodified in 2023, with no deadline to reinstate, but the exclusive right to the name ends on the dissolution date itself: reinstating a Wisconsin LLC.
Wyoming is one of the states where the choice is easy to miss, because it calls leaving a transfer rather than a domestication, and moving an LLC out of Wyoming covers whether Wyoming’s statute permits the move and what the Wyoming-side filing costs.