Key Takeaways
- Filing form: Certificate of Dissolution (Limited Liability Company — Domestic), $0 filing through the CT Business One Stop online portal (paper filing by mail runs $50 — confirm the current fee schedule on business.ct.gov before filing) fee, filed with the Connecticut Secretary of the State, Commercial Recording Division
- Processing time: About 3–5 business days standard when filed online; expedited available for 24-hour expedited processing is available for an additional fee — confirm the current amount directly with business.ct.gov, since sources on this figure aren't consistent
- Connecticut does not require tax clearance before filing your dissolution paperwork
- Connecticut does not require publication — notify known creditors directly instead
- Connecticut's LLC Act (Conn. Gen. Stat. § 34-267) defaults to dissolution occurring on the consent of a majority in interest of the members, unless the operating agreement specifies otherwise — a lower, majority-based default rather than the unanimous-consent rule several peer states use. Check your operating agreement first, since it typically sets its own threshold and controls over the statutory default.
- Same-day filing and compliance support available through LLC Attorney at no markup on state fees
Connecticut keeps voluntary LLC dissolution relatively simple: a Certificate of Dissolution that's typically free to file online through the CT Business One Stop portal, no tax clearance prerequisite, and a majority-in-interest vote default that's easier to reach than the unanimous-consent rule many peer states use.
This guide covers exactly how to dissolve a Connecticut LLC in 2026 — the Certificate of Dissolution filing, Connecticut's majority-in-interest default vote, the known- and unknown-creditor notice rules and their respective bar periods, and the difference between voluntary dissolution and Connecticut's administrative dissolution process.
Before You File to Dissolve Your Connecticut LLC
Connecticut's LLC Act (Conn. Gen. Stat. § 34-267) defaults to dissolution occurring on the consent of a majority in interest of the members, unless the operating agreement specifies otherwise — a lower, majority-based default rather than the unanimous-consent rule several peer states use. Check your operating agreement first, since it typically sets its own threshold and controls over the statutory default.
Most operating agreements specify their own dissolution vote threshold — a supermajority, unanimous consent, or a specific triggering event — and that provision controls over the statutory majority-in-interest default whenever it exists.
If members can't reach the required consent, a member may apply to the Connecticut Superior Court for judicial dissolution — typically on the standard 'not reasonably practicable to carry on the business in conformity with the operating agreement' ground used across most LLC statutes.
Does Connecticut Require Tax Clearance Before Dissolution?
Connecticut does not require a formal tax clearance certificate from DRS before the Secretary of the State will accept your Certificate of Dissolution. You're still legally required to resolve all outstanding DRS obligations and file final returns — the state simply doesn't make that a documented prerequisite to the filing itself.
Final Tax Returns and Accounts to Close
File the final Connecticut business entity tax return and any other relevant DRS returns marked final, and notify DRS directly after dissolution so the account is formally closed rather than left open and generating non-filing notices.
Accounts to close: Sales and use tax permit, withholding tax account, and DRS business entity tax registration
Connecticut's annual report requirement and related fees stop applying once the Certificate of Dissolution is filed — make sure any annual reports due before that filing date are current, since a lapsed report is what triggers Connecticut's administrative dissolution process.
If registered to collect Connecticut sales and use tax, file a final return through the DRS myconneCT portal and mark it final so the permit is properly closed.
If you had employees, file final federal payroll tax returns (Forms 941 and 940, marked final) and close your Connecticut withholding tax account through myconneCT.
Winding Up and Distributing Assets
Once the Certificate of Dissolution is filed, the LLC continues to exist only to wind up its affairs under Conn. Gen. Stat. § 34-267a and related provisions — collecting assets, paying or providing for known debts, and distributing what remains to members. Members or managers handling wind-up retain authority to act in the LLC's name until the process is complete.
Connecticut law follows the standard creditors-before-members priority: the LLC's debts, obligations, and liabilities must be paid or adequately provided for before any remaining assets are distributed to members according to their ownership interests or the operating agreement.
Members who receive a distribution before the LLC's debts are paid or reserved for can be held personally liable to creditors up to the amount they received. Because unknown-claimant exposure in Connecticut can run for up to 3 years after publication, that risk doesn't disappear the moment the dissolution paperwork is filed.
Creditor Notice and Publication Requirements
For known creditors, Connecticut law requires written notice with a claim deadline of at least 120 days from the effective date of the notice; the claim is barred if not received by that deadline. For unknown creditors — including claimants who weren't given direct written notice, whose claims are contingent, or whose claims arise after dissolution — the LLC may publish notice, which bars those claims unless a proceeding is commenced within 3 years of the publication date.
Known claimants who receive proper written notice and don't respond within 120 days are barred from later pursuing the claim. Unknown claimants are barred from bringing a claim more than 3 years after publication, if the LLC chose to publish — skipping publication leaves that exposure open without an equivalent statutory cutoff.
Administrative Dissolution vs. Voluntary Dissolution in Connecticut
Administrative dissolution happens automatically when the Secretary of the State dissolves your LLC for you — in Connecticut, this is triggered by being more than 1 year delinquent on the annual report. The Secretary of the State issues a notice, and the entity then has 3 months to file and avoid dissolution before it becomes final under Conn. Gen. Stat. § 34-267g.
Voluntary dissolution is the deliberate Certificate of Dissolution filing you make when you've decided to close the business, giving you control over the timeline and creditor notice. Administrative dissolution is involuntary and follows a full year of delinquency on the annual report — Connecticut's 3-month cure window after the delinquency notice is comparatively generous compared to some peer states, but it's still not something you want to rely on in place of filing voluntarily.
Reinstating a Connecticut LLC
If your Connecticut LLC was administratively dissolved, reinstatement costs a $120 fee and must be filed within 3 years of the dissolution, plus payment of all delinquent annual report fees for each year missed. Miss that 3-year reinstatement window and you'll generally need to form a new entity instead.
Operating in Other States? Don't Forget Foreign Withdrawal
If your Connecticut LLC is also registered to do business in other states, dissolving in Connecticut doesn't automatically end those foreign registrations. You'll need to separately file a withdrawal or cancellation of foreign qualification in each other state, or you'll keep accruing that state's annual fees and compliance obligations on an entity that no longer legally exists at home.
Connecticut LLC Dissolution Costs at a Glance
How to Dissolve Your Connecticut LLC
If You Do It Yourself
Step 1 — Confirm member approval to dissolve.
Connecticut's LLC Act (Conn. Gen. Stat. § 34-267) defaults to dissolution occurring on the consent of a majority in interest of the members, unless the operating agreement specifies otherwise — a lower, majority-based default rather than the unanimous-consent rule several peer states use. Check your operating agreement first, since it typically sets its own threshold and controls over the statutory default.
Step 2 — Check your operating agreement for internal dissolution procedures.
Most operating agreements specify their own dissolution vote threshold — a supermajority, unanimous consent, or a specific triggering event — and that provision controls over the statutory majority-in-interest default whenever it exists.
Step 3 — Stop transacting new business and begin winding up.
Once the Certificate of Dissolution is filed, the LLC continues to exist only to wind up its affairs under Conn. Gen. Stat. § 34-267a and related provisions — collecting assets, paying or providing for known debts, and distributing what remains to members. Members or managers handling wind-up retain authority to act in the LLC's name until the process is complete.
Step 4 — Notify creditors and known claimants.
For known creditors, Connecticut law requires written notice with a claim deadline of at least 120 days from the effective date of the notice; the claim is barred if not received by that deadline. For unknown creditors — including claimants who weren't given direct written notice, whose claims are contingent, or whose claims arise after dissolution — the LLC may publish notice, which bars those claims unless a proceeding is commenced within 3 years of the publication date.
Step 5 — File Certificate of Dissolution (Limited Liability Company — Domestic).
Submit to the Connecticut Secretary of the State, Commercial Recording Division and the Department of Revenue Services (DRS), online or by mail, with the $0 filing through the CT Business One Stop online portal (paper filing by mail runs $50 — confirm the current fee schedule on business.ct.gov before filing) filing fee. DRS doesn't co-file anything with the Secretary of the State and doesn't gate your dissolution filing on a formal clearance certificate — final returns and account closure are handled directly with DRS, separately from and after the Certificate of Dissolution filing.
Step 6 — Wait for processing.
About 3–5 business days standard when filed online. Expedited options are available: 24-hour expedited processing is available for an additional fee — confirm the current amount directly with business.ct.gov, since sources on this figure aren't consistent (As fast as 24 hours).
Step 7 — File final federal and state tax returns.
File the final Connecticut business entity tax return and any other relevant DRS returns marked final, and notify DRS directly after dissolution so the account is formally closed rather than left open and generating non-filing notices.
Step 8 — Withdraw any foreign qualifications in other states.
If your Connecticut LLC is also registered to do business in other states, dissolving in Connecticut doesn't automatically end those foreign registrations. You'll need to separately file a withdrawal or cancellation of foreign qualification in each other state, or you'll keep accruing that state's annual fees and compliance obligations on an entity that no longer legally exists at home.
Step 9 — Distribute remaining assets and close out records.
Connecticut law follows the standard creditors-before-members priority: the LLC's debts, obligations, and liabilities must be paid or adequately provided for before any remaining assets are distributed to members according to their ownership interests or the operating agreement. 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.
The most distinctive Connecticut quirk is the majority-in-interest default vote threshold — lower than the unanimous-consent default several peer states use, which means dissolution can be harder to block here if you're a minority member without a protective operating-agreement provision. The second thing worth flagging is genuine ambiguity in publicly available fee schedules: some sources describe the CT Business One Stop online filing as free while others cite a $50 figure tied to paper filing or expediting, so confirm the live fee on business.ct.gov before you file.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — confirm member approval, outstanding debts, and whether the LLC is registered in any other states.
- LLC Attorney prepares and files the Certificate of Dissolution (Limited Liability Company — Domestic) with the Connecticut Secretary of the State, Commercial Recording Division and the Department of Revenue Services (DRS), coordinates tax clearance where required, and handles any required creditor notice.
- Receive confirmation once your Connecticut LLC 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 LLC?
Talk to an attorney before dissolving your Connecticut LLC if there's any dispute over whether your operating agreement's dissolution vote threshold has been met, the LLC has debts that might exceed its remaining assets, members disagree about winding up or asset distribution, or you want to weigh whether the optional unknown-creditor publication is worth the cost given the 3-year bar period it triggers.
What You Actually Get With LLC Attorney's Connecticut Dissolution Service
The part of Connecticut dissolution that trips people up isn't the filing fee — it's confirming your operating agreement's vote threshold and getting creditor notice right before assets go out the door. LLC Attorney's Connecticut service handles both correctly from the start.
- Certificate of Dissolution (Limited Liability Company — Domestic) 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.
Connecticut's dissolution filing is inexpensive and its vote threshold is lower than most states', but the creditor-notice details are where mistakes create exposure — LLC Attorney makes sure your Connecticut LLC closes cleanly, creditors and all.
Close Your Connecticut LLC the Right Way
Filing the wrong form, skipping tax clearance, or missing a creditor notice requirement can leave you personally exposed or stuck reopening the process later. LLC Attorney's Connecticut dissolution service starts at $99. See our full pricing for all service tiers.
Frequently Asked Questions
Filing your Certificate of Dissolution online through the CT Business One Stop portal is generally free; paper filing by mail is commonly cited at $50, though fee schedules for this filing aren't fully consistent across sources, so confirm the current amount on business.ct.gov before you file. There's no tax clearance fee and no mandatory publication cost on top of that.
Standard processing runs about 3–5 business days when filed online through CT Business One Stop. If you need it faster, 24-hour expedited processing is available for an additional fee — confirm the current amount directly with the Secretary of the State's office, since published figures on this vary.
No. Connecticut does not require a formal tax clearance certificate from DRS before the Secretary of the State will accept your Certificate of Dissolution. You're still legally obligated to file final returns and resolve all outstanding DRS obligations, but it isn't a documented prerequisite to the filing itself.
Send written notice directly to known creditors, giving them at least 120 days to respond before their claim is barred. For unknown creditors, Connecticut allows optional newspaper publication that bars unknown claims — including contingent claims and claims from anyone who didn't get direct notice — unless a proceeding is commenced within 3 years of the publication date.
It depends on your operating agreement first. If it's silent on dissolution, Connecticut's statutory default under Conn. Gen. Stat. § 34-267 requires consent from members holding a majority in interest — not unanimity, which is a lower bar than several peer states use. Check your agreement before assuming a higher threshold applies.
Administrative dissolution in Connecticut is triggered by being more than 1 year delinquent on your annual report — the Secretary of the State issues a notice and gives you 3 months to cure before dissolution becomes final. Voluntary dissolution is the deliberate Certificate of Dissolution filing you make instead, when you've decided to close the business on your own timeline.
Yes, if your Connecticut LLC was administratively dissolved, you can reinstate it by paying a $120 fee and filing all delinquent annual reports, but you must do so within 3 years of the dissolution — miss that window and reinstatement generally isn't available. If you don't intend to keep operating, you don't need to reinstate, but you should still resolve final tax obligations.
Once dissolved, the LLC exists only to wind up its affairs — settling debts, distributing remaining assets to members, and closing out DRS sales tax and withholding accounts. If the LLC was registered to do business in other states, you'll also need to separately withdraw those foreign qualifications, since Connecticut's dissolution doesn't automatically end them.
Yes. LLC Attorney handles Connecticut LLC dissolutions end-to-end — preparing and filing the Certificate of Dissolution (Limited Liability Company — Domestic), coordinating tax clearance where required, and confirming your LLC is fully closed with the state.