How to Dissolve an LLC in North Carolina: A Simple Guide

Closing a business isn’t easy, but sometimes it’s the right move. In North Carolina, dissolving an LLC means following some specific steps to avoid headaches down the road.

To properly dissolve an LLC in North Carolina, you need to file Articles of Dissolution with the Secretary of State after getting approval from your LLC members.

The process kicks off with reviewing your operating agreement and holding a formal vote among members. This helps everyone stay on the same page and can save you from future disputes.

After you’ve filed the paperwork, you’ll need to handle outstanding debts, notify creditors, and wrap up tax obligations before the LLC is truly closed out.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Key Takeaways

• LLC dissolution requires member approval and filing official dissolution documents with North Carolina’s Secretary of State.
• Settle all outstanding debts, notify creditors, and close business accounts before you finish dissolving.
• Keep business records for several years and file final tax returns to avoid penalties after dissolution.

Preparing To Dissolve an LLC in North Carolina

Before you file for dissolution, you’ll want to take care of several important steps. Good prep can help you avoid legal messes and make sure you don’t miss anything.

Reviewing the Operating Agreement

Start by digging into your company’s operating agreement. This document usually spells out exactly how you should dissolve the LLC.

Look for sections about:

• What percentage of votes you need for approval
• How to distribute any leftover assets
• Winding up business affairs
• How and when to notify members

If you don’t have an operating agreement, you’ll follow North Carolina’s default rules under the General Statutes §57D-6-09. Some agreements require everyone to agree, while others just need a majority.

Honestly, it’s smart to check in with a business attorney at this stage. They’ll help you make sense of the legal stuff.

Obtaining Member Approval

North Carolina law says you need formal member approval to dissolve an LLC. Here’s what usually happens:

1. Schedule a meeting and give everyone a heads-up
2. Document the vote so there’s a clear record
3. Create a resolution that makes it official

The voting threshold depends on your operating agreement. If it doesn’t say, a majority of members must approve dissolution.

Write a resolution that clearly says you’re dissolving, includes the effective date, and names who’s handling the filings. Get all voting members to sign—trust me, it’s worth it.

Resolving Outstanding Debts and Obligations

Before you can officially dissolve, you’ve got to deal with all financial and legal obligations. This protects everyone from future headaches.

The LLC should:

• Pay off any business debts
• Wrap up contracts or negotiate out of them
• Notify creditors that you’re closing shop
• Settle any lawsuits or legal claims
• File final tax returns and pay any taxes due

North Carolina law expects you to handle all of this before you file Articles of Dissolution. If you skip any of it, members could be personally on the hook.

Make a list of every debt, contract, and obligation. Work through it one by one, and get written confirmation when you’ve handled each item.

Filing Dissolution Documents With the North Carolina Secretary of State

To officially dissolve your LLC, you’ll need to file some paperwork with the Secretary of State. There are forms, fees, and a few steps to make sure everything’s wrapped up legally.

Completing the Articles of Dissolution

Fill out the Articles of Dissolution form as North Carolina General Statute §57D-6-09 requires. You’ll need to provide:

• Your LLC’s exact legal name
• The file number from the Secretary of State
• Your registered agent’s details
• The principal office address
• The reason for dissolution
• The effective date (if it’s not the filing date)

A manager, member, or someone authorized should sign the form. Double-check that everything matches your original business registration.

Look over your entries before submitting. Even small mistakes can slow things down. Keep copies of everything you send in—just in case.

Paying State Filing Fees

Dissolving an LLC in North Carolina costs $30 in state filing fees. You can pay by:

• Check made out to “Secretary of State”
• Money order
• Credit card (if you’re filing online)

If you’re in a rush, you can pay extra:

• 24-hour service: add $100
• Same-day service: add $200

If you mail your payment, include it with your documents. Online filers can pay through the Secretary of State business portal.

Hang on to your payment receipts for your records and taxes.

Submitting Forms and Receiving Confirmation

You can submit your dissolution documents in a few ways:

1. Online: Fastest through the Secretary of State’s portal
2. Mail: Send to NC Secretary of State, Business Registration Division, PO Box 29622, Raleigh, NC 27626
3. In-person: Drop them off at the Raleigh office during business hours

The Secretary of State checks your documents for completeness and compliance. If everything looks good, you’ll get a confirmation letter or email with your dissolution date.

It usually takes 5–7 business days for standard filings. Keep that confirmation—it’s proof your LLC is dissolved and you might need it to close bank accounts or for tax stuff.

Using an LLC Formation Service

Dissolving an LLC in North Carolina can feel like a lot. Plenty of business owners use an LLC formation service to make things easier.

These companies handle the paperwork and back-and-forth with the state. They know North Carolina’s filing requirements and can help you avoid mistakes.

Typical services include:

• Preparing Articles of Dissolution
• Filing with the Secretary of State
• Communicating with creditors
• Helping with tax clearance

Bizee is one option that’s pretty reliable for North Carolina dissolutions. Their team takes care of the details, so you can focus on what’s next.

Honestly, the cost is usually worth it for most folks. These services help you avoid little mistakes that could turn into big problems later.

You’ll need to give them some basic info, like:

1. Your company name and filing number
2. Why you’re dissolving
3. The date you made the decision
4. Which members approved the dissolution

Letting a pro handle your Articles of Dissolution can save you from headaches or delays down the line.

Final Steps After LLC Dissolution

After you’ve filed the Articles of Dissolution, you’re not quite done. There are a few more things to check off before you can move on for good.

Notifying the IRS and Closing Tax Accounts

Let the IRS know your business is closed. File your final federal tax return and check the box for “final return.”

If you had an EIN, you should cancel it. Submit IRS Form 966 (Corporate Dissolution or Liquidation) within 30 days of dissolving.

Don’t forget about North Carolina state tax accounts. Contact the Department of Revenue to file your final state returns, including income and sales tax if needed.

Hang on to all tax paperwork for at least seven years. The IRS can still audit you even after you’ve closed the business.

Distributing Remaining Assets to Members

Once you’ve paid off debts and obligations, you can distribute what’s left to LLC members. Follow your operating agreement for how to do this.

If your agreement doesn’t say, North Carolina law requires you to:

• Return members’ capital contributions first
• Divide up any leftover assets based on ownership percentages

Some things to keep in mind:

• Keep detailed records of all distributions
• Transfers could have tax consequences for members
• Get signed receipts from everyone who gets a distribution

Hold onto these records for at least three years. You never know when questions might pop up about who got what.

Cancelling Business Licenses and Permits

Properly cancelling business licenses and permits helps you avoid annoying fees or surprise penalties. You’ll need to reach out to every agency that gave your LLC a license or permit, then follow whatever cancellation steps they require.

Common licenses to cancel include:

• Local business licenses from city or county governments
• Professional licenses specific to your industry
• Sales tax permits from the NC Department of Revenue
• Health department permits if applicable

Don’t forget to close out your business bank accounts. Just bring your dissolution documents to the bank and follow their process for shutting things down.

Cancel your business insurance policies too, and if you’re lucky, you might get a prorated refund. Let vendors, suppliers, and customers know about your closure—it’s just good form and can help keep relationships on decent terms.