The final curtain call of a Virginia LLC is usually the dissolution process. Whether you’ve built a business and decided to move on, or opened an LLC you don’t need, the steps below will walk you through dissolving a Virginia LLC. This will ensure compliance and help avoid extra fees or penalties. Read on to learn how to dissolve an LLC in Virginia.

Understanding LLC Dissolution in Virginia

Dissolving a Virginia LLC can make sense for a variety of reasons. If you created an LLC and you don’t need it anymore, dissolving it is the best course of action to avoid fees or penalties. Typically, you will want to dissolve a Virginia LLC when the company is no longer economically viable, if you’re moving on to other business ventures, or if the business purpose is completed.

Dissolving a Virginia LLC is a key step in officially winding up a company’s affairs and dissolving its standing as a legal business entity. In Virginia, you will need to file Articles Of Cancellation of a Virginia Limited Liability Company with the Virginia State Corporation Commission. You can make the filing online, in person, or through the mail. 

Why Dissolve an LLC in Virginia?

There are many instances where business owners decide that dissolution is the best course of action for an LLC. If you no longer want to operate the LLC or no longer need the LLC, it’s usually best to dissolve it. Alternatively, if you want to pursue another business venture through a different business entity, you can dissolve an LLC that is no longer needed.

If you have multiple LLCs for multiple purposes, dissolving LLCs you don’t use can reduce costs and simplify management. Reasons to dissolve an LLC include:

  • The LLC is no longer needed
  • Loss of business viability 
  • The business is closed 
  • Bankruptcy
  • The business is no longer allowed to operate in the US 

Note that if you’re a visa holder who created an LLC, you don’t need to dissolve a Virginia LLC that is still in use or has a business purpose, even if you’re no longer in the US. 

How to Dissolve an LLC in Virginia in 7 Steps

Dissolving a Virginia LLC requires business owners to wind up the business and make an official filing to cancel the limited liability company. Here are the steps to take to ensure proper compliance in LLC dissolution. 

1. Review Your LLC’s Operating Agreement

It’s essential to understand the specific dissolution procedures outlined in your LLC’s operating agreement. It will outline the signatures, voting, or other procedures required to dissolve the LLC legally. You will also find information on members’ ownership of the LLC, their voting rights, and any additional dissolution procedures. 

2. Vote to Dissolve an LLC

Next, you will need to convene a meeting with all LLC members to discuss and approve the dissolution decision. Depending on the procedures outlined in the operating agreement, the meeting can be done online or in person. For many LLCs, dissolution requires unanimous agreement, but you will need to check your LLC criteria. 

3. File Articles of Dissolution

Prepare and file the necessary legal paperwork. In the case of Virginia, you will need to file the Articles Of Cancellation of a Virginia Limited Liability Company with the Virginia State Corporation Commission. 

Note that you must pay all fees and penalties before submitting the articles to the Commission. If the articles are filed with an effective date on or before the annual registration fee due date, you don’t have to pay the registration fee for the current year.

You can file online at the State Corporation Commission Clerk’s Information System and pay a $25 filing fee. Alternatively, you can download the Articles Of Cancellation form and mail it with the $25 filing fee to:

State Corporation Commission 

Clerk’s Office 

P.O. Box 1197

Richmond, VA 23218-1197

Or:

Courier Delivery Address 

1300 E. Main St, 1st floor 

Richmond, VA 23219 

4. Notify Tax Agencies and Pay Remaining Taxes

Ensure you file all necessary tax returns, including income tax and employment tax returns, with the appropriate tax authorities. Remember that you must check the final return box on your company’s federal tax forms when filing taxes with the IRS. It can be worthwhile to consult with a tax professional or CPA to accurately complete these filings.

5. Inform Creditors and Settle Existing Debt

When closing a Virginia LLC, you will need to settle all debts and distribute assets. Start by making a plan to pay off all credit card debt or loans. Then, be sure to notify creditors and close any lines of credit to protect the business credit while dissolving an LLC.  

6. Wind Up Other Business Affairs

As part of winding up the Virginia LLC, you’ll need to sell or distribute any assets such as machinery, inventory, or other assets. You will also want to inform suppliers, customers, and other key stakeholders. If the LLC has employees, you’ll need to inform them and make relevant plans for a severance package, letters of recommendation, or new job opportunities. 

Finally, you will need to close business bank accounts, cancel business licenses or business registration, and close any other business accounts or lines of credit. If you have used a Virginia registered agent service, you will need to inform the registered agent and cancel the service. 

7. Distribute Remaining Assets

Once all debts, obligations, and tax liabilities have been settled, distribute the remaining assets and profits among the LLC members according to the agreed-upon terms outlined in the operating agreement. This may include equal portions or any other distribution. The LLC operating agreement outlines the percentage of ownership of each member and the distribution of assets. Distributing assets among LLC members is the final step in company dissolution. 

How Much Does It Cost to Dissolve an LLC in Virginia?

To dissolve an LLC in Virginia, you will need to pay a $25 filing fee. You can pay online with a credit card or eCheck, or mail a check with the filing made payable to the State Corporation Commission. You cannot send cash. 

Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Virginia?

It’s possible to dissolve an LLC yourself with a simple filing and additional steps to distribute assets and pay off debts. However, as a business owner, getting professional help can save you both time and money, even in company dissolution. 

The support of a tax professional, lawyer, or professional dissolution service can provide the expertise and support you need to deal with tax filings, distribution of assets, or debt payments. Tapping into professional assistance to facilitate the process can be hugely advantageous, freeing up time so you can focus on new opportunities. 

Get doola to Dissolve a Virginia LLC

When closing a Virginia business, you’ll have to deal with many moving parts and various obligations, from tax filings to cancellation paperwork. If you need extra support, consider reaching out to doola for customized LLC dissolution services. 

With doola dissolution service, you will create an account and upload basic company information. Then, doola will prepare the Articles of Dissolution and get back to you if any additional information is needed. When Virginia confirms the dissolution, it will inform you immediately. Get doola LLC dissolution to save time!

FAQs

How long does it take to dissolve an LLC in Virginia?

Processing times to dissolve a Virginia LLC vary, but you can expect to have the company dissolved within 12 business days. Generally, online processing is faster than processing through the mail. 

Can I dissolve my LLC without notifying my members in Virginia?

You generally cannot dissolve a Virginia LLC without informing the members. The procedure of dissolution for the LLC will be outlined in the operating agreement. 

Can I dissolve my LLC if I have pending lawsuits in Virginia?

You cannot dissolve an LLC with pending lawsuits in Virginia. You must pay all debts and liabilities, and the Virginia LLC must have no lawsuits pending. However, once the LLC is dissolved, Virginia law has limitations on any claims against the LLC. 

Can I cancel my EIN once my LLC is dissolved in Virginia?

You can’t cancel an EIN even if you close the business. However, you do need to inform the IRS and provide a letter with the complete legal name of the entity, the EIN, the business address, a copy of the EIN Assignment Notice issued with your EIN, and the reason for closing your account. Find more on canceling your EIN here

What happens if I don’t properly dissolve my LLC in Virginia?

In Virginia, a limited liability company will be administratively dissolved three months after the annual registration fee is due and if it is unpaid. If you pay late, the LLC will be penalized a $25 fee. 

Can I reopen a dissolved LLC in Virginia?

You can reopen a business in Virginia within five years of dissolution. Virginia law allows for an inactive entity to be reinstated for up to five years. After that time, the Office of the Clerk does not have the authority to reinstate the business entity. 

Alison K Plaut
Alison K Plaut
Content Specialist
Doola's website is for general information purposes only and doesn't provide official law or tax advice. For tax or legal advice we are happy to connect you to a professional in our network! Please see our terms and privacy policy. Thank you and please don't hesitate to reach out with any questions.
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