How to Dissolve an LLC in Virginia

Dissolving a business often involves complex procedures. However, for a limited liability company in Virginia, dissolving it takes a handful of paperwork. When an LLC is formed in Virginia, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Virginia. LLCs must file the Articles of Dissolution with the Virginia Secretary of State like the formation certificate was filed at the time of forming an LLC in Virginia. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Virginia LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Virginia LLC requires three broad procedural steps. Having a Virginia LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Virginia Secretary of State.

Step 1: Follow the LLC Operating Agreement in Virginia

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Virginia.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Virginia registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Virginia that we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Virginia LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Virginia to file the BOI Report. The Beneficial Ownership Information (BOI) in Virginia is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Virginia Articles of Organization, one has to file Virginia LLC Articles of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Virginia Secretary of State physical office along with the state filing fee.
If you want to dissolve Virginia Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Log in to SOS
Offline Applications	LLC Articles of Cancellation
SOS Contact (if offline application is available)	State Corporation Commission, Clerk’s Office, P.O. Box 1197, Richmond, VA 23218-1197
Filing Time	Within 12 working days
Filing Fee	$25

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Virginia

Apart from these three steps, no major dissolution rules are there in Virginia. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Virginia include the formation as well as dissolution fees. To dissolve an LLC in Virginia, LLCs have to file an Article of Dissolution. The filing fee is $25. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Virginia, you can reinstate or revive the same within a given time. In Virginia, the LLC name will be available up to the time till SOS dissolves the LLC completely. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Virginia if that is available. According to the Virginia SOS, you can revive your LLC within 2 years.

Reasons Behind Dissolving an LLC in Virginia

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Virginia, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Virginia

With the population of 8,820,504, Virginia is one of the favorable places to start an LLC. According to several reports, starting an LLC for Short Term Property Rentals can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Virginia.

Short Term Property Rentals
Clothing Sales
Customized Tours
Information Technology
Printing Business

Virginia LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Virginia LLC. Click on the steps in this list if you want to read the full details.

Follow Your Virginia LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Virginia?

To dissolve an LLC in Virginia, you must file articles of dissolution with the State Corporation Commission.

What is the fee for dissolving an LLC in Virginia?

The fee for filing articles of dissolution for an LLC in Virginia is $25.

Can I dissolve my Virginia LLC online?

Yes, you can dissolve your Virginia LLC online through the State Corporation Commission’s website.

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

Once you file articles of dissolution, it typically takes about 7-10 business days for the LLC to be officially dissolved in Virginia.

Do I need to notify creditors before dissolving my Virginia LLC?

Yes, you are required to notify creditors of your intent to dissolve the LLC in Virginia.

Are there any tax requirements when dissolving an LLC in Virginia?

Yes, you must file final tax returns and pay any outstanding taxes before dissolving your LLC in Virginia.

Can I reinstate my Virginia LLC if I change my mind about dissolving it?

Yes, you can reinstate your Virginia LLC within 5 years of its dissolution by filing a reinstatement application with the State Corporation Commission.

What happens to any outstanding debts or liabilities when dissolving an LLC in Virginia?

When you dissolve an LLC in Virginia, any outstanding debts or liabilities must be settled before the dissolution is finalized.

Do I need to cancel my Virginia LLC’s business licenses and permits when dissolving it?

Yes, you should cancel any business licenses and permits associated with your Virginia LLC when dissolving it.

Can I dissolve my Virginia LLC if it has outstanding legal issues or lawsuits?

It is recommended to resolve any legal issues or lawsuits before dissolving your Virginia LLC, but it is not a requirement.

Will I receive confirmation of my Virginia LLC’s dissolution?

Yes, you will receive a certificate of termination from the State Corporation Commission confirming the dissolution of your Virginia LLC.

Can I transfer any assets of my Virginia LLC to another entity before dissolving it?

Yes, you can transfer assets of your Virginia LLC to another entity before dissolving it, as long as all legal requirements are met.

What happens to the name of my Virginia LLC after it is dissolved?

Once your Virginia LLC is dissolved, the name will become available for use by other businesses in the state.

Do I need to notify the IRS and Virginia tax authorities when dissolving my LLC in Virginia?

Yes, you must inform the IRS and Virginia tax authorities of the dissolution of your LLC and file any necessary tax forms.

Can I dissolve my Virginia LLC if it is involved in ongoing contracts or agreements?

If your Virginia LLC is involved in ongoing contracts or agreements, you must fulfill those obligations before dissolving the LLC.

Can I dissolve my Virginia LLC if it has multiple members?

Yes, you can dissolve a Virginia LLC with multiple members, but all members must agree to the dissolution.

Is there a specific form for dissolving an LLC in Virginia?

Yes, you must file articles of dissolution, which is the official form for terminating an LLC in Virginia.

Can creditors sue me personally for debts after my Virginia LLC is dissolved?

In some cases, creditors may be able to sue members personally for debts after an LLC is dissolved in Virginia, depending on the circumstances.

Can I dissolve my Virginia LLC if it is in good standing with the state?

Yes, you can dissolve a Virginia LLC that is in good standing with the state; the process remains the same.

Can I dissolve my Virginia LLC if it is inactive or not operating?

Yes, you can dissolve an inactive or not operating Virginia LLC by following the proper dissolution procedures.

What is the deadline for filing articles of dissolution for an LLC in Virginia?

There is no specific deadline for filing articles of dissolution for an LLC in Virginia; you can do it at any time.

Can I dissolve my Virginia LLC if it has employees?

Yes, you can dissolve a Virginia LLC with employees, but you must adhere to state and federal regulations regarding employee termination.

Can I dissolve my Virginia LLC if it has multiple locations?

Yes, you can dissolve a Virginia LLC with multiple locations, but you must include all locations in the dissolution process.

What documents do I need to dissolve an LLC in Virginia?

To dissolve an LLC in Virginia, you will need to file articles of dissolution, pay the filing fee, and any other necessary documentation depending on your specific situation.

Can I dissolve my Virginia LLC if it owes taxes to the state?

Yes, you can dissolve a Virginia LLC that owes taxes to the state, but you must settle any outstanding tax obligations before the dissolution is finalized.

Can I dissolve my Virginia LLC if it is in bankruptcy?

If your Virginia LLC is in bankruptcy, you must follow the proper procedures outlined by the bankruptcy court before dissolving the LLC.

Can I dissolve my Virginia LLC if it has a registered agent?

Yes, you can dissolve a Virginia LLC with a registered agent, but you must update the agent’s information with the State Corporation Commission during the dissolution process.

Can I dissolve my Virginia LLC if it is a foreign LLC registered in the state?

Yes, you can dissolve a foreign LLC registered in Virginia by following the same dissolution procedures as a domestic LLC.

What is the first step in dissolving an LLC in Virginia?

The first step in dissolving an LLC in Virginia is to obtain the consent of a majority of the members or managers to dissolve the company.

Do I need to file dissolution paperwork with the state of Virginia?

Yes, you will need to file dissolution paperwork with the Virginia State Corporation Commission to officially dissolve your LLC.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.