Updated August 12, 2026. Quick answer. To dissolve an LLC in Virginia you file the Articles of Cancellation of a Virginia Limited Liability Company, and it can be filed online or on paper. Fee: $25. Virginia requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Virginia charges an LLC each year keeps accruing against it.
What you file in Virginia, and what it costs
| Item | Detail |
|---|---|
| Filing | Articles of Cancellation of a Virginia Limited Liability Company, Form LLC1050, filed with the State Corporation Commission (SCC), Clerk’s Office. Single filing — no separate articles-of-dissolution step; the LLC dissolves under Va. Code § 13.1-1046 events, winds up, then files cancellation. |
| Fee | $25 |
| How you can file | both — SCC page: ‘File Online (https://cis.scc.virginia.gov/) or Download Form LLC1050’ for paper submission to the Clerk’s Office. Online CIS filing is the SCC’s promoted route. |
| Tax clearance | not required |
| Statute | Va. Code § 13.1-1050 (articles of cancellation); § 13.1-1046 (events of dissolution); § 13.1-1050.2 (automatic cancellation); § 13.1-1064 (annual registration fee penalty); § 13.1-1050.4 (reinstatement) |
SCC ‘Virginia Limited Liability Companies’ forms-and-fees page, ‘Close Your Business’ section: ‘Cancel your LLC (LLC1050)’ — file online at cis.scc.virginia.gov or download Form LLC1050. § 13.1-1050(A) requires: name, SCC ID number, effective date of certificate of organization, and ‘a statement that the limited liability company has completed the winding up of its affairs.’
On the fee. $25 per the SCC’s own LLC forms-and-fees page; same fee online (CIS) or by mail. § 13.1-1050 conditions issuance of the certificate of cancellation on ‘all required fees have been paid’ — i.e., any unpaid $50 annual registration fees (and $25 delinquency penalty under § 13.1-1064) must be paid before cancellation is accepted.
Tax clearance in Virginia
No tax-clearance certificate is required to file in Virginia. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
Negative verified: neither Va. Code § 13.1-1050 nor the SCC’s LLC1050 filing instructions require any Department of Taxation clearance. The only payment precondition is SCC fees (‘The Commission shall not issue a certificate of cancellation unless all required fees have been paid’ — § 13.1-1050 as summarized on law.lis.virginia.gov). Virginia Tax account closure is a separate, post-hoc notification (see final_tax_steps).
Do not just walk away
Closing the business is not closing the entity. The $50 annual registration fee keeps accruing. Nonpayment: $25 penalty added (§ 13.1-1064) plus SCC notice of impending cancellation; under § 13.1-1050.2 the LLC’s existence is AUTOMATICALLY CANCELED as of the last day of the third month following the annual fee due date. Also automatic cancellation if no successor registered agent is designated within 31 days of agent resignation. Reinstatement possible within 5 years (§ 13.1-1050.4) on payment of all fees/penalties.
§ 13.1-1050.2 language tracked: existence ‘shall be automatically canceled as of that day’ (last day of the third month after the fee due date). Properties of a canceled LLC: it may not carry on business except winding up. No personal-liability-for-fees rule appears in the statute; members’ shield survives cancellation for pre-cancellation conduct. 5-year reinstatement window per § 13.1-1050.4 (noted from SCC materials; section text not independently pulled).
Closing the tax accounts
Notify Virginia Tax that the business closed — online through the business account (tax.virginia.gov/ireg) or Form R-3, Change to a Registered Business and/or Tax Account, which closes all tax accounts or specific ones (sales, withholding); file all final returns due.
Virginia Tax ‘Closing Your Business’ page (tax.virginia.gov/closing-your-business): reporting closure makes Virginia Tax ‘mark your account inactive and not expect future tax return filings.’ Pass-through entities file a final PTE return for the last year of activity.
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 Virginia — 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
Va. Code § 13.1-1050 (articles of cancellation); § 13.1-1046 (events of dissolution); § 13.1-1050.2 (automatic cancellation); § 13.1-1064 (annual registration fee penalty); § 13.1-1050.4 (reinstatement). Fee, form and procedure read 2026-08-10 from the statute source.
Research note. Virginia’s filing office is the State Corporation Commission (not a Secretary of State). Form/fee corroborated from the SCC’s own forms-and-fees page (scc.virginia.gov/businesses/forms-and-fees/virginia-limited-liability-companies/, reached via 301 from the /pages/ URL).
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.