If you’re wondering what happens if you don’t dissolve an LLC, you’re not alone. Many business owners find themselves in a tough spot when it comes to properly closing their LLC. In this article, we’ll discuss the consequences of not dissolving an LLC, and how to go about doing it properly to avoid any potential legal issues.

What Happens If You Don’t Dissolve an LLC?

If you don’t close an LLC, your state may continue to impose taxes, fees and late fees on the company. If you don’t terminate your existing contracts and other obligations, you may be liable for any debts incurred by the company. Even if you don’t take any action, creditors can still sue you for repayment.

In some states, if you don’t notify your creditors and customers by officially dissolving your business, they can sue you for a longer period of time. That’s why it’s important to properly dissolve the business and file the necessary paperwork with the state.

What Is Involved in Dissolving an LLC?

When dissolving a business, you need to file the Articles of Dissolution. This paperwork notifies the state the business is no longer in existence. Look at it as the official document that ends a business. It is important to note that filing the Articles of Dissolution does not necessarily absolve the business owners from any remaining liability.

If a business is not properly dissolved, it continues to exist as a legal entity under state law. This means that it will be remain subject to corporation or LLC taxes, as well as any unfulfilled contracts or other obligations. Under Corp C ยง17707.07(a), the members can be sued for any remaining debts.

How to Properly Dissolve an LLC

In order to properly dissolve an LLC, you need to fulfill a number of steps. First, you need to file the Articles of Dissolution with the Secretary of State in the state where the LLC was formed. You also need to notify all creditors and customers of the dissolution, and terminate any existing contracts. Finally, you need to distribute any remaining assets to the LLC members in accordance with the LLC Operating Agreement.

It’s important to note that even after the business is dissolved, the LLC members may still be liable for unpaid taxes, debts, or other liabilities. That’s why it’s important to consult a business attorney before taking any action.


Dissolving an LLC is an important step in the life cycle of a business, and one that should not be taken lightly. If you don’t take the necessary steps to properly dissolve your LLC, you may find yourself facing legal and financial issues in the future. For more information on selling a business and business brokers, visit Atlantabusinesses.com, a great resource for answers to all your questions about selling a business and about business brokers.

What are the consequences if you don’t dissolve your company?

If a business is not properly dissolved, it will still carry on as a legitimate organization in the eyes of the state, which implies that it will have to abide by corporation or LLC regulations like yearly reports and franchise taxes.

Would it be beneficial to terminate an LLC that has not been utilized?

Even if a business is not actively operating, it is essential to officially terminate the company to avoid being held liable for any unpaid taxes, fees, or other charges the government may impose on the LLC.

What occurs to Employer Identification Numbers when Limited Liability Companies are dissolved?

The EIN will remain in the possession of the business entity and can be used if necessary in the future.

If I do not dissolve my LLC in Florida, what will be the result?

It is essential to terminate your Florida LLC if you do not plan on continuing with it. If you neglect to do so, you could be subject to tax penalties, legal issues, and other penalties.

What is the process for terminating a single member LLC with the IRS?

Submit a final tax return and all accompanying paperwork.
Attend to the needs of your staff members.
Pay the taxes due.
Inform contractors of payment information.
Cancel your Employer Identification Number and shut down your IRS business account.
Retain your records.

Why would a company be dissolved?

Business dissolution can be brought about in a number of ways, including not submitting annual reports, not paying taxes in the state of incorporation, going bankrupt, or being shut down voluntarily by the business owners.