Updated August 12, 2026. Quick answer. To dissolve an LLC in Michigan you file the Certificate of Dissolution, and it can be filed online or on paper. Fee: $10 nonrefundable. Michigan attaches a state tax-clearance step after you file. Until that filing is accepted the LLC still legally exists — and whatever Michigan charges an LLC each year keeps accruing against it.
What you file in Michigan, and what it costs
| Item | Detail |
|---|---|
| Filing | Certificate of Dissolution, Form CSCL/CD-731 (Rev. 07/25), filed with the Michigan Dept. of Licensing and Regulatory Affairs (LARA), Corporations, Securities & Commercial Licensing Bureau, Corporations Division. One-step filing for dissolution by unanimous vote or an event specified in the articles/operating agreement (Sections 801(b) or (c) of the LLC Act). |
| Fee | $10 nonrefundable |
| How you can file | both — Online at michigan.gov/corpfileonline; by mail (LARA CSCL Corporations Division, P.O. Box 30054, Lansing, MI 48909); or in person (2407 N Grand River Ave, Lansing) — per the form’s own submission block. |
| Tax clearance | required |
| Statute | Michigan Limited Liability Company Act, 1993 PA 23: MCL 450.4801 (dissolution events, incl. § 801(b)-(c) cited on the form), MCL 450.4802–450.4805 (winding up; certificate of dissolution), MCL 450.4909 (failure to file annual statement; not in good standing) |
Read in full from the official PDF (michigan.gov/lara …/llc/731-0725.pdf). A companion form CSCL/CD-730 exists for other LLC dissolution circumstances — the LARA forms list shows both; CD-731 is the standard voluntary-dissolution form (reason checkboxes: event specified in articles/operating agreement, or unanimous vote). Effective on the date filed unless a later date within 90 days is stated. Signed by a member, manager, or authorized agent (Section 103 of the Act).
On the fee. Form states: ‘NONREFUNDABLE FEE: … $10.00.’ Same fee online, by mail, or in person. Optional expedited review costs extra (existing-entity documents: $100 24-hour, $200 same-day, $500 two-hour, $1,000 one-hour, via form CSCL/CD-272). Fee waiver possible if a majority of membership interests are held by honorably discharged veterans (MCL 450.5101(7)).
Tax clearance in Michigan
Michigan is one of the six states that attach a tax-clearance step to closing an LLC, and it applies after you file: the certificate is filed first; the LLC must then request tax clearance from Treasury within 60 days.
Post-filing requirement, not a pre-condition: the CD-731 instructions state verbatim, ‘The limited liability company must request a tax clearance within 60 days after submitting this certificate from the Michigan Department of Treasury, Tax Clearance Section, Lansing, MI 48922, www.michigan.gov/TaxClearance, (517) 636-5260.’ The request is made on Treasury Form 5156 (Request for Tax Clearance Certificate or Tax Clearance Letter); Treasury’s tax-clearance pages also require Form 163 (Notice of Change or Discontinuance) with a dissolution clearance request. Clearance is NOT required before LARA will file the dissolution — the certificate is filed first, then clearance is requested within 60 days. Treasury does not state a guaranteed lead time on the pages reviewed.
Do not just walk away
Closing the business is not closing the entity. Michigan does not administratively dissolve LLCs. Under MCL 450.4909, if an LLC fails to file the $25 annual statement for 2 consecutive years, LARA sends notice; if the missing statements and fees are not filed within 60 days of the notice, the LLC is ‘not in good standing.’ Consequences per LARA: no certificate of good standing will issue, LARA will not accept its filings, and the LLC’s name becomes available for use by other entities. The entity continues to exist (and can still be sued/taxed). Restoration requires a Certificate of Restoration of Good Standing ($50) plus every missed annual statement ($25 each).
Trigger language tracked from MCL 450.4909 (legislature.mi.gov/Laws/MCL?objectName=MCL-450-4909). Because the entity is never dissolved by the state, back annual-statement fees accrue indefinitely at $25/yr against any future restoration; Michigan’s own sources state no member personal liability arising from loss of good standing.
Closing the tax accounts
File Treasury Form 163 (Notice of Change or Discontinuance) to close sales, use, withholding and other registered accounts — submittable via Michigan Treasury Online (mto.treasury.michigan.gov) or by mail to Treasury Registration Section, PO Box 30778, Lansing, MI 48909-8278; file all final returns; then request the tax clearance certificate on Form 5156 within 60 days of filing the CD-731.
Per michigan.gov/taxes Tax Clearance pages (‘Tax Clearance Forms’ and FAQ): Form 163 is required when requesting a Tax Clearance Certificate for Dissolution, and the request must be made within 60 days of filing the certificate of dissolution.
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 Michigan — 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
Michigan Limited Liability Company Act, 1993 PA 23: MCL 450.4801 (dissolution events, incl. § 801(b)-(c) cited on the form), MCL 450.4802–450.4805 (winding up; certificate of dissolution), MCL 450.4909 (failure to file annual statement; not in good standing). Fee, form and procedure read 2026-08-10 from the official source. The fee and the tax-clearance position were re-checked against official Form CSCL/CD-731, re-read 2026-08-12 (the $10 nonrefundable fee and the 60-day tax-clearance instruction quoted verbatim).
Research note. LARA’s HTML dissolution page (michigan.gov/lara …/dissolution) returned HTTP 403 to automated fetch; the current official form PDF (Rev. 07/25) was downloaded directly and read in full instead, and Treasury requirements were taken from michigan.gov/taxes clearance pages. Michigan is the cheapest of these four to dissolve ($10) but the only one with an affirmative (post-filing) tax-clearance duty.
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.