Updated August 12, 2026. Quick answer. To dissolve an LLC in Colorado you file the Statement of Dissolution (online filing; no paper form number), and it can be filed online only. Fee: $10. Colorado requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Colorado charges an LLC each year keeps accruing against it.
What you file in Colorado, and what it costs
| Item | Detail |
|---|---|
| Filing | Statement of Dissolution (online filing; no paper form number) |
| Fee | $10 |
| How you can file | online — SOS FAQ: ‘A dissolution/withdrawal must be filed electronically through our website.’ Paper filings are not accepted for this document. |
| Tax clearance | not required |
| Statute | C.R.S. 7-80-801 (dissolution) and 7-80-802 (statement of dissolution); delinquency: C.R.S. 7-90-901 to 7-90-904 |
Filed with the Colorado Secretary of State pursuant to C.R.S. 7-80-802 and part 3 of article 90 of title 7 (per the SOS’s own Statement of Dissolution help file). Single-step filing. Colorado has no numbered paper form — the document is generated by the SOS online system from the entity’s record page (Search business database > Summary > File a form > Dissolve or Withdrawal); DISS_LLC.pdf on the SOS site is a sample only.
On the fee. Official SOS business fee schedule row: ‘Dissolve a Limited Liability Company | $10.00’. A separate ‘Statement of Dissolution of Delinquent Entity’ is also $10.00. Online is the only route, so no online-vs-paper split.
Tax clearance in Colorado
No tax-clearance certificate is required to file in Colorado. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
The SOS’s own dissolution FAQ and Statement of Dissolution help file impose no tax-clearance prerequisite — the filing is immediate and self-serve online (negative verified from the SOS dissolution FAQ, which lists no tax step in the filing procedure). Department of Revenue account closure is a separate, independent obligation.
Do not just walk away
Closing the business is not closing the entity. Entity becomes Noncompliant then Delinquent under C.R.S. 7-90-901; no accruing franchise tax; cure costs $100; name lost after 400 days; ID-verified cure after 5 years
SOS delinquency FAQ: miss the Periodic Report due date -> Noncompliant; miss the late deadline (2 months later) -> Delinquent ‘pursuant to section 7-90-901, C.R.S.’ Consequences per SOS: must file a Statement Curing Delinquency ($100 per fee schedule) to return to Good Standing; the entity name is protected only 400 days from delinquency, then changed to include ‘delinquent’ and released for others to use; if delinquent 5+ years, cure additionally requires a sworn affidavit and government photo ID (C.R.S. 7-90-904(1)(c)(III), HB 24-1137). Colorado has no annual franchise tax, so nothing accrues beyond the $50 periodic-report late penalty;
Closing the tax accounts
Close sales-tax and wage-withholding accounts via Revenue Online or Form DR 1108; file final returns marked with closure date
Colorado DOR: closure request due no later than 30 days after closing; close sales tax and withholding accounts through Revenue Online (effective next business day) or by filing the Business Account Closure Form (DR 1108); pay remaining tax or file zero-due final returns and notify DOR of the effective closure date on the final return. tax.colorado.gov/closing-a-business returned 403 to automated fetch;
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Colorado — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
C.R.S. 7-80-801 (dissolution) and 7-80-802 (statement of dissolution); delinquency: C.R.S. 7-90-901 to 7-90-904. Fee, form and procedure read 2026-08-10 from the official source.
Research note. Fee verified on the official fee schedule (sos.state.co.us/pubs/info_center/fees/business.html); delinquency detail from sos.state.co.us/pubs/business/FAQs/delinquency.html; statutory pointer from sos.state.co.us/pubs/business/helpFiles/DISS_LLC_HELP.html. tax.colorado.gov blocked automated fetch (403, recorded above).
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.