How to Dissolve an LLC in Virginia: Unanimous Consent and $25 Articles of Cancellation
To close a Virginia LLC, the members approve dissolution, usually by unanimous written consent, and the company winds up its affairs. Once winding up is complete, you file Articles of Cancellation (Form LLC1050) with the State Corporation Commission (SCC) for $25. You can file online through the SCC Clerk's Information System (CIS) at cis.scc.virginia.gov or on paper. Pay all outstanding fees and penalties before you file.
Get help with the paperwork
This guide is informational content, not legal or tax advice. Dissolving a company affects your operating agreement, your creditors, your tax filings and sometimes your personal finances. If the LLC has debts, employees, more than one owner or a dispute among members, talk with a Virginia attorney and a CPA before you sign anything.
Step 1: Confirm the LLC has a legal reason to dissolve
Under Va. Code 13.1-1046, an LLC is dissolved at the first of these events:
- The time or event stated in the articles of organization or the operating agreement.
- Unanimous written consent of the members.
- A court decree of judicial dissolution.
- Automatic cancellation for an unpaid annual fee or an unreplaced registered agent (Va. Code 13.1-1050.2).
- Involuntary cancellation (Va. Code 13.1-1050.3).
Most owners who close on purpose use unanimous written consent. Read your operating agreement first, because it can set a different trigger, such as a date or a specific event, or it can require a particular approval process. Put the consent in writing, have every member sign it, and keep it with your company records.
Judicial dissolution under Va. Code 13.1-1047 applies when it is not reasonably practicable to carry on the business under the articles and operating agreement. It is usually a dispute route, not a planned closing.
Step 2: Wind up the LLC's affairs
Winding up means settling the company's business before it ends. Under Va. Code 13.1-1048, the members may wind up the affairs unless the articles or the operating agreement say otherwise. In practice, that means you stop new sales and engagements, collect what is owed, pay vendors and payroll, end contracts and leases, and document every distribution.
Winding up is complete when:
- All debts, liabilities and obligations have been paid or reasonably provided for, and
- The remaining assets have been distributed to the members.
If members cannot agree on how to wind up, a member can apply to the circuit court in the locality where the LLC's registered office is located. The court can supervise the winding up and may appoint liquidating trustees.
This guide does not set a creditor-notice period or an order for paying claims against company assets. Those rules depend on your facts, so ask your attorney what notice, if any, you should give creditors and how to sequence payments before you distribute anything.
Step 3: File Articles of Cancellation with the SCC
Form LLC1050 asks for four things:
- The LLC's exact name.
- Its SCC ID number. You can look it up in the SCC business search at cis.scc.virginia.gov.
- The effective date of the certificate of organization.
- A statement that winding up is complete.
A manager or another person selected under your operating agreement signs the form. If the LLC has no manager, a member signs. The form says not to sign as an 'owner', 'registered agent', 'attorney', 'authorized person' or 'officer', so use the signing capacity the form lists.
The filing fee is $25. You can file in either of these ways:
| Method | Fee | Where to file |
|---|---|---|
| Online | $25 | SCC Clerk's Information System at cis.scc.virginia.gov |
| Paper | $25 | Form LLC1050 sent to the SCC Clerk's Office (confirm the current address at scc.virginia.gov/businesses) |
Timing matters for the annual fee. If the articles take effect on or before the annual fee due date, the $50 annual registration fee for that year is not owed. The annual fee is due on the last day of the 12th month after the month the LLC was organized, and then every year. File early enough that your effective date falls before that deadline.
When the SCC issues the certificate of cancellation, the LLC's existence ends, except for suits and proceedings that the Virginia Limited Liability Company Act allows (Va. Code 13.1-1050).
Watch for look-alike mail. Private companies sometimes send notices that resemble official state correspondence and offer to file for you. Check any notice or payment request against the SCC's own website before you pay.
Step 4: Keep the SCC certificate permanently
After the SCC issues the certificate of cancellation, store a copy with the original Articles of Cancellation, the signed written consent, your final winding-up records and proof of final distributions. Keep these documents permanently. You may need them to answer questions from a bank, a vendor, a tax agency or a future buyer.
Close-out checklist outside the SCC
Canceling with the SCC does not close your other accounts. Work through the list below, and confirm each step with the named agency, because forms and procedures change.
- Virginia Tax (tax.virginia.gov): Close your sales tax and withholding accounts. Verify the steps on Virginia Tax's closing-your-business guidance before you assume the account is closed.
- Form 502: If the LLC was a multi-member pass-through entity, you may need a final Form 502. Check the Form 502 instructions for how to mark a final return before you file. Do not assume a checkbox does the job. A single-member LLC reports on the owner's return instead.
- Virginia Employment Commission: If you had employees, verify the closing requirements with the VEC.
- Local business license office: Virginia has no general statewide business license. The local Business, Professional and Occupational License (BPOL) tax is levied under Va. Code 58.1-3700 et seq. Not every locality levies a general license, and localities set their own rates and filing deadlines. Confirm with your city or county Commissioner of the Revenue whether the LLC has a final filing obligation.
- Occupational or professional licenses: If a state board licensed your work, such as DPOR, the Department of Health Professions, VDACS or ABC, contact that board to close or transfer the license.
- Banks and vendors: Close accounts after final payments clear, and keep the statements.
- IRS: File the final federal return and close the EIN account. Verify the steps at IRS.gov.
Filing Articles of Cancellation does not, by itself, end tax liability. Income, sales and payroll obligations for the period before closing can continue after the SCC cancels the LLC.
What happens if you simply stop
Stopping without filing is the most common and most expensive mistake. The $50 annual registration fee keeps being assessed. If it goes unpaid, the LLC is canceled automatically at the end of the third month after the due date, and a $25 late penalty applies. Our Virginia LLC annual fees and registration renewal guide explains the due dates in more detail.
Automatic cancellation is not the same as a clean winding up. Under Va. Code 13.1-1050.2(C), the LLC's affairs pass to its managers or members as trustees in liquidation. The owners can end up handling unfinished business for a company that no longer exists on the SCC's records. If you were canceled by accident or need the LLC back, see our reinstatement guide.
Sources and next steps
- State Corporation Commission, Clerk's Office: scc.virginia.gov/businesses
- SCC Clerk's Information System (online filing and business search): cis.scc.virginia.gov
- Virginia Department of Taxation (Virginia Tax): tax.virginia.gov
This guide is informational and is not legal or tax advice. For complex situations, including LLCs with debts, employees, multiple owners or disputes, consult a qualified Virginia attorney and a CPA.