How to Dissolve a Business in Illinois

Author: Jason Coles

Updated On:

Updated On:

What do we do when we want to dissolve a company in Illinois? That depends on several different factors.

  • What type of business entity is being dissolved?
  • Are there any remaining assets in the business, and will there need to be a liquidation?
  • Are there any outstanding debts?
  • Are the business owners all in agreement about dissolving the company?

We cover how to dissolve a business in Illinois the correct way by providing you with the appropriate forms, information about the dissolution process, and what to do if you change your mind and need to undo a dissolution of your company.

How to dissolve a business in Illinois

How to Dissolve an LLC in Illinois

How much does it cost to dissolve an LLC in Illinois? Well, as a business owner, you must file Articles of Dissolution with the Illinois Secretary of State. Filing Articles of Dissolution in IL will only cost you $5 to file online.

  • These articles must include the LLC’s name, the effective date of the company’s dissolution, what led to the company’s dissolution, and the information (name, address, and signature) of the person appointed with dissolving the company if the company has no members.
  • The appropriate form to dissolve an LLC in Illinois can be found on this page, you must provide your filing number in order to begin the dissolution process.
  • If you are interested in restoring a dissolved limited liability company, you will need to pay all the penalties and overdue fees that your business has accumulated with the Secretary of State, and then you must fill in the appropriate form.

Dissolving an LLC in Illinois is required by law, and the process to dissolve a business in Illinois is complex. You will need to complete multiple steps before entering a proper Illinois LLC dissolution. To eliminate potential liability, lawsuits, and additional fees, you should consider using the services of a Business Filing Services Company that can affordably dissolve your Illinois LLC for you.

How to Dissolve a Corporation in Illinois

A corporate dissolution (for a C-Corporation or S-Corporation) in Illinois can be done whether a company has issued shares or has not yet issued shares.

  • If a company has issued shares, the Articles of Dissolution must be approved via a shareholder meeting.
  • If the company has not yet issued shares, the dissolution must be approved by a majority of the business owners or the Board of Directors of the company.

The appropriate forms to dissolve a company that has issued shares (and those that haven’t) can be found here. For non-profit companies, the dissolution process is much the same as for regular profit corporations, here is the correct form you will need to fill in.

To dissolve a Corporation in Illinois, there are multiple requirements and non-compliance that can lead to serious legal consequences. To dissolve your Illinois Corporation the right way, you should consider using the services of a Business Filing Services Company that can do this for you at an affordable, flat fee.

How do I Dissolve a Partnership or Sole Proprietorship in Illinois?

The methods for discontinuing businesses in Illinois really do depend on how the business has been legally organized and the structure of the company itself. So, for a Sole Proprietorship or a Partnership in Illinois, you are not required to file a form or pay any filing fees.

The process is straightforward, you must pay off any outstanding debts that your business may have acquired, there is no dissolution paperwork to fill out, once the debts have been paid, you simply need to terminate accounts and move on.

Common Filing Requirements & Actions for Dissolving LLCs and Corporations

While there are specific processes that companies must go through to receive a certificate of dissolution from the state of Illinois, which officially end the existence of an Illinois business, it is important that financial debts get settled, bank accounts are closed, outstanding tax obligations (such as sales taxes, business taxes, and state taxes) are paid, and all payroll obligations are fulfilled.

Companies going through a voluntary dissolution must be in good standing with the Secretary of State for the state of Illinois and need to adhere to all state laws surrounding the dissolution process, which in Illinois’ case, are pretty straightforward.

Once an Illinois company has been dissolved, and its Articles of Incorporation or Articles of Organization are no longer valid, you need to make the Internal Revenue Service aware that the Illinois business has been dissolved.

This notification to the IRS should be in the form of a letter that includes the Business Name, its Federal Tax ID Number (EIN or FEIN), the business address, and the reason for the dissolution.

The Illinois company will need to file a final tax return after you have filed for dissolution (both a federal tax return and state tax return) with the IRS and the Illinois Department of Finance and Administration.

Why Do I Need to Dissolve My Illinois Company?

If you are going to be ending your business, you may wonder why go forward with paying the filing fees and submitting paperwork to dissolve the company? Doesn’t the business just stop once you decide to stop?

Not necessarily – failing to dissolve a company properly can lead to penalties, potential lawsuits, and other fees until the company is formally dissolved with the Illinois Secretary of State. It is more cost-effective to pay to dissolve your Illinois company the right way than it is to face penalties, unknown taxes, and late fees.

The simplest way to dissolve a business in Illinois is to utilize the services of a professional Business Filing Services Company that will do it all for you. This will eliminate unnecessary administrative costs and potential liability and will ensure it is done correctly and according to Illinois law.

Learn How to Dissolve a Business


Photo of author

Jason Coles

Jason Coles is the Founder of Foreign USA and its Chief Content Writer and Editor. Recognized as a prolific business plan writer by many prominent immigration attorneys in the U.S. who refer his services to their clients regularly, Jason has written over 1,365 business plans across the past 17+ years for start-up companies and franchises looking to expand their footprint in the United States. Jason is considered a seasoned expert in his field. He creates detailed business plans for his clients that include five-year financial projections, market and industry analysis reports, demographic studies, organizational charts, job descriptions, employee hiring plans, and more.