--- title: "How to Dissolve a Corporation in Connecticut: Steps, Costs, and Final Filings | LLC Attorney" description: "Dissolve a Connecticut corporation the right way: board and shareholder approval, Certificate of Dissolution for $50, and final filings for 2026." canonical: https://llcattorney.com/states/ct/corporation-dissolution-connecticut image: https://llcattorney.com/images/share-cover.png source_path: /states/ct/corporation-dissolution-connecticut --- Key Takeaways - Filing form: Certificate of Dissolution (Form BUS-019), $50 fee, filed with the Connecticut Secretary of the State, Business Services Division - Processing time: several business days for standard processing - Dissolving a Connecticut corporation requires a board resolution AND a separate shareholder vote — unlike an LLC, one member vote is not enough - Connecticut does not require tax clearance before filing your dissolution paperwork - Connecticut does not require publication — notify known creditors directly instead - Same-day filing and compliance support available through LLC Attorney at no markup on state fees Dissolving a Connecticut corporation is not the same process as dissolving a Connecticut LLC, even though both end with a filing at the Connecticut Secretary of the State, Business Services Division. A corporation's board of directors has to formally adopt a resolution first, shareholders then have to approve it by a two-thirds vote — a materially higher bar than the simple-majority default most states use, and only then can you file the Certificate of Dissolution. This guide covers the actual Connecticut corporate dissolution process for 2026: the board-and-shareholder approval mechanics, why this state doesn't require a separate tax clearance certificate, the Certificate of Dissolution filing itself, and the creditor-notice and winding-up steps that come after. $50Certificate of Dissolution filing fee Not requiredtax clearance before dissolution 2/3 voteshareholder approval threshold Not requirednewspaper publication ## Board and Shareholder Approval to Dissolve a Connecticut Corporation Before any shareholder vote can happen, the board of directors must first adopt a resolution recommending that the corporation be dissolved (unless the board determines a conflict of interest or other special circumstance means it should make no recommendation at all). This board-level step has no equivalent in an LLC's member-vote-only dissolution process. Connecticut has a genuine historical split: corporations incorporated on or after January 1, 1997 need only a majority of all votes entitled to be cast (unless the certificate of incorporation or board require more), while corporations incorporated before that date default to a much higher two-thirds vote of each voting group, unless their certificate of incorporation expressly adopted the lower majority standard. Older Connecticut corporations should check whether their certificate of incorporation ever opted into the newer majority standard — many did not, and still operate under the two-thirds default. A Connecticut corporation that has not issued shares or commenced business may be dissolved by a majority of its incorporators or initial directors. ## Does Connecticut Require Tax Clearance Before Dissolution? Connecticut does not require a separate tax clearance certificate before the Secretary of the State will accept a Certificate of Dissolution. File final returns with the Department of Revenue Services and resolve any outstanding business tax liability directly with DRS. ## Final Tax Returns and Accounts to Close File a final Connecticut corporate income (or franchise) tax return through the date of dissolution, marked as final, with the Connecticut Department of Revenue Services. This is separate from — and in addition to — the Certificate of Dissolution you file with the Connecticut Secretary of the State, Business Services Division. **Accounts to close:** Connecticut corporate income/franchise tax account with the Connecticut Department of Revenue Services, plus any sales tax permit with the Connecticut Department of Revenue Services (6.35% state sales tax) and employer withholding account with the Connecticut Department of Labor, if any of these were registered Reconcile and file the corporation's final annual report or franchise tax filing with the Connecticut Secretary of the State, Business Services Division and the Connecticut Department of Revenue Services before (or alongside) submitting the Certificate of Dissolution — an unreconciled final report is one of the most common reasons a dissolution filing gets held up or rejected. If the corporation held a Connecticut sales tax permit, file a final sales tax return and close the permit with the Connecticut Department of Revenue Services (6.35% state sales tax) alongside your final corporate tax return. If the corporation had employees, file final federal payroll tax returns (Form 941 and Form 940, both marked final) and close any state employer withholding or unemployment account with the Connecticut Department of Labor. ## Winding Up and Distributing Assets Once dissolution is authorized, the directors — not the shareholders directly — carry out winding up: collecting and liquidating corporate assets, discharging or making reasonable provision for liabilities, and distributing any remaining property. This is a genuinely different chain of authority than an LLC, where members or managers (not a separate director layer) typically handle winding up themselves. Connecticut law requires paying or reasonably providing for the corporation's debts and other liabilities before any remaining assets are distributed to shareholders — creditors are addressed first, and shareholders only receive what's left after that, generally in accordance with each class of stock's liquidation preference if more than one class exists. Shareholders who receive a distribution during winding up can be required to return some or all of it — up to the amount they received — if the corporation is later found to have distributed assets without properly providing for a known or reasonably anticipated creditor claim. Confirm all known liabilities are accounted for before distributing anything to shareholders, not just after the Certificate of Dissolution paperwork has been filed. ## Creditor Notice and Publication Requirements Connecticut permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication mechanism for corporations. Connecticut permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication mechanism for corporations. ## Administrative Dissolution vs. Voluntary Dissolution in Connecticut If a Connecticut corporation falls out of compliance — commonly by missing an annual report, franchise tax, or registered agent requirement — the Connecticut Secretary of the State, Business Services Division can administratively dissolve the corporation involuntarily. This is a materially different track than the voluntary process on this page: it's the state acting on a compliance lapse, not a deliberate board-and-shareholder decision to close the business. A voluntary dissolution is a controlled, deliberate closing where the board and shareholders decide the timeline, handle winding up, and give creditor notice on their own terms. An administrative dissolution or revocation is the state acting unilaterally for a missed filing — the underlying business, its debts, and its officers' obligations don't disappear just because the state has flagged the entity. ### Reinstating a Connecticut Corporation Reinstating a Connecticut corporation after the state has moved to administratively dissolve the corporation generally requires filing a reinstatement application with the Connecticut Secretary of the State, Business Services Division and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the Connecticut Secretary of the State, Business Services Division directly, since procedures and any reinstatement window vary. ## Operating in Other States? Don't Forget Foreign Withdrawal If the Connecticut corporation is also registered to do business in other states, dissolving it at home does not end those foreign qualifications — you'll need to separately file a withdrawal (sometimes called a Certificate of Withdrawal or Application for Withdrawal) in each other state, or that state will keep assessing fees and compliance obligations against an entity that no longer legally exists in its home state. ## Connecticut Corporation Dissolution Costs at a Glance Item Amount Notes Certificate of Dissolution (Form BUS-019) $50 several business days for standard processing; online filing available Connecticut registered agent (professional service) $49–$300/yr LLC Attorney service available if you need to reinstate or maintain standing during winding up ## How to Dissolve Your Connecticut Corporation ### If You Do It Yourself **Step 1 — Adopt a board resolution recommending dissolution.** Before any shareholder vote can happen, the board of directors must first adopt a resolution recommending that the corporation be dissolved (unless the board determines a conflict of interest or other special circumstance means it should make no recommendation at all). This board-level step has no equivalent in an LLC's member-vote-only dissolution process. **Step 2 — Hold the shareholder vote.** Connecticut has a genuine historical split: corporations incorporated on or after January 1, 1997 need only a majority of all votes entitled to be cast (unless the certificate of incorporation or board require more), while corporations incorporated before that date default to a much higher two-thirds vote of each voting group, unless their certificate of incorporation expressly adopted the lower majority standard. Older Connecticut corporations should check whether their certificate of incorporation ever opted into the newer majority standard — many did not, and still operate under the two-thirds default. **Step 3 — Stop transacting new business and begin winding up.** Once dissolution is authorized, the directors — not the shareholders directly — carry out winding up: collecting and liquidating corporate assets, discharging or making reasonable provision for liabilities, and distributing any remaining property. This is a genuinely different chain of authority than an LLC, where members or managers (not a separate director layer) typically handle winding up themselves. **Step 4 — Notify creditors and known claimants.** Connecticut permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication mechanism for corporations. **Step 5 — File the Certificate of Dissolution (Form BUS-019).** Submit to the Connecticut Secretary of the State, Business Services Division, online or by mail, with the $50 filing fee. **Step 6 — Wait for processing.** several business days for standard processing. Expedited processing is not available — plan ahead if you have a deadline. **Step 7 — File final federal and state tax returns.** File a final Connecticut corporate income (or franchise) tax return through the date of dissolution, marked as final, with the Connecticut Department of Revenue Services. This is separate from — and in addition to — the Certificate of Dissolution you file with the Connecticut Secretary of the State, Business Services Division. **Step 8 — Withdraw any foreign qualifications in other states.** If the Connecticut corporation is also registered to do business in other states, dissolving it at home does not end those foreign qualifications — you'll need to separately file a withdrawal (sometimes called a Certificate of Withdrawal or Application for Withdrawal) in each other state, or that state will keep assessing fees and compliance obligations against an entity that no longer legally exists in its home state. **Step 9 — Distribute remaining assets and close out records.** Connecticut law requires paying or reasonably providing for the corporation's debts and other liabilities before any remaining assets are distributed to shareholders — creditors are addressed first, and shareholders only receive what's left after that, generally in accordance with each class of stock's liquidation preference if more than one class exists. Keep dissolution paperwork, final tax returns, and a record of the distribution for at least several years — you may need it if a claim surfaces later. **Step 10 — Watch for Connecticut-specific dissolution traps.** Connecticut is one of the only states in this project where the statutory default shareholder-vote threshold depends on when the corporation was originally incorporated, not just what its governing documents say today. Ready to Launch Your Business in Connecticut?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your information at llcattorney.com — confirm the board resolution and shareholder vote, outstanding debts, and whether the corporation is registered in any other states. 2. LLC Attorney prepares board and shareholder resolution templates, then files the Certificate of Dissolution with the Connecticut Secretary of the State, Business Services Division, coordinates tax clearance where required, and handles any required creditor notice. 3. Receive confirmation once your Connecticut corporation is fully dissolved, plus access to flat-fee attorney consultations (no retainer) if a creditor dispute or multi-state withdrawal question comes up. ## When Should You Talk to an Attorney About Dissolving Your Connecticut Corporation? Talk to an attorney before dissolving your Connecticut corporation if there's any disagreement among shareholders about the decision to close, uncertainty about outstanding tax liability that could delay final tax closeout, debts that may exceed the corporation's remaining assets, multiple classes of stock with different liquidation preferences, or existing/threatened claims you're worried could reach shareholders personally after dissolution. ### Is Connecticut a State Where Dissolution Complexity Matters More? The pre-1997 versus post-1997 vote-threshold split is easy to miss if you assume every Connecticut corporation defaults to a simple majority — check your certificate of incorporation's date and language before scheduling the shareholder vote. ## What You Actually Get With LLC Attorney's Connecticut Corporation Dissolution Service The part of Connecticut corporate dissolution that trips up first-time filers isn't usually the paperwork itself — it's assuming the process works the same way it would for an LLC. Connecticut's board-resolution-then-shareholder-vote sequence, plus the specific creditor-notice rules that apply to corporations, has to be done in the right order or the filing gets rejected and sent back. - Board and shareholder resolution templates matched to Connecticut's statutory vote threshold. - Certificate of Dissolution prepared and filed for you, starting at $99. - Tax clearance coordination where Connecticut requires it, so your filing isn't rejected for a step you didn't know about. - Creditor notice guidance tailored to Connecticut's specific publication or direct-notice rules. - Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for winding-up and multi-state withdrawal questions. LLC Attorney handles the board and shareholder resolution paperwork, the Certificate of Dissolution filing itself, and the final tax return coordination so your Connecticut corporation closes cleanly the first time. ## Close Your Connecticut Corporation the Right Way Filing the wrong form, skipping the shareholder vote, or missing tax clearance can leave the corporation's officers and directors personally exposed or stuck reopening the process later. LLC Attorney's Connecticut corporation dissolution service starts at $99. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in Connecticut?Follow our fast, easy process to get started right now.[Dissolve My Connecticut Corporation](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions ### How much does it cost to dissolve a corporation in Connecticut? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) The Connecticut Secretary of the State, Business Services Division charges $50 to file the Certificate of Dissolution. There is no separate tax clearance certificate fee required in this state. ### How long does it take to dissolve a corporation in Connecticut? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) several business days for standard processing. Expedited processing is not available for this filing — plan ahead if you're working against a deadline. ### Do shareholders have to vote to dissolve a Connecticut corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Connecticut has a genuine historical split: corporations incorporated on or after January 1, 1997 need only a majority of all votes entitled to be cast (unless the certificate of incorporation or board require more), while corporations incorporated before that date default to a much higher two-thirds vote of each voting group, unless their certificate of incorporation expressly adopted the lower majority standard. A board resolution alone is never enough to dissolve a Connecticut corporation — the shareholder vote is a separate, required step. The one exception: if the corporation never issued shares or commenced business, a majority of the incorporators or initial directors can dissolve it directly, without any shareholder vote at all. ### Do I need tax clearance before dissolving my Connecticut corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No — Connecticut does not require a separate tax clearance certificate before the Connecticut Secretary of the State, Business Services Division will accept your Certificate of Dissolution. Connecticut does not require a separate tax clearance certificate before the Secretary of the State will accept a Certificate of Dissolution. File final returns with the Department of Revenue Services and resolve any outstanding business tax liability directly with DRS. ### Do I need to notify creditors before dissolving my Connecticut corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Connecticut permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication mechanism for corporations. ### What is administrative dissolution in Connecticut, and is it different from filing voluntarily? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Connecticut's involuntary process — the Connecticut Secretary of the State, Business Services Division moving to administratively dissolve a corporation for a compliance lapse like a missed annual report or unpaid fee — is different from the voluntary process on this page, which is a deliberate board-and-shareholder decision. Reinstating a Connecticut corporation after the state has moved to administratively dissolve the corporation generally requires filing a reinstatement application with the Connecticut Secretary of the State, Business Services Division and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the Connecticut Secretary of the State, Business Services Division directly, since procedures and any reinstatement window vary. ### Can I reinstate a Connecticut corporation after it's been dissolved? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Reinstating a Connecticut corporation after the state has moved to administratively dissolve the corporation generally requires filing a reinstatement application with the Connecticut Secretary of the State, Business Services Division and bringing all overdue reports, fees, and taxes current. Confirm the exact reinstatement form and any deadline with the Connecticut Secretary of the State, Business Services Division directly, since procedures and any reinstatement window vary. ### What happens after my Connecticut corporation is officially dissolved? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Once dissolved, the corporation continues to exist only for the purpose of winding up — collecting assets, paying or providing for creditors, and distributing what remains to shareholders. Connecticut permits written notice to known claimants with a statutory bar period; there is no mandatory newspaper-publication mechanism for corporations. If the corporation was registered in other states, you'll also need to separately withdraw those foreign qualifications. ### Does LLC Attorney help with corporation dissolutions? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. LLC Attorney handles Connecticut corporation dissolutions end-to-end — preparing board and shareholder resolutions, filing the Certificate of Dissolution, coordinating tax clearance where required, and confirming your corporation is fully closed with the state. ## Learn More About Connecticut - [Connecticut Corporation Formation](/states/ct/corporation-formation-connecticut) - [Connecticut Registered Agent](/states/ct/registered-agent-connecticut) - [Connecticut LLC Taxes](/states/ct/llc-taxes-connecticut)