Final Curtain Call: How to Dissolve an LLC in Virginia

The final curtain call of a Virginia LLC is usually the dissolution process. Whether you’ve built a business and decided to move on, or opened an LLC you don’t need, the steps below will walk you through dissolving a Virginia LLC. This will ensure compliance and help avoid extra fees or penalties.

Whether you want to set up an LLC  or dissolve it, get it done with doola so you won’t have to worry about the tedious paperwork. Submit the required documents, and we will take care of the rest.

Understanding LLC Dissolution in Virginia

Dissolving a Virginia LLC can make sense for a variety of reasons. If you created an LLC and you don’t need it anymore, dissolving it is the best course of action to avoid fees or penalties. Typically, you will want to dissolve a Virginia LLC when the company is no longer economically viable if you’re moving on to other business ventures, or if the business purpose is completed.

Dissolving a Virginia LLC is a key step in officially winding up a company’s affairs and dissolving its standing as a legal business entity. In Virginia, you must file Articles Of Cancellation of a Virginia Limited Liability Company with the Virginia State Corporation Commission. You can make the filing online, in person, or through the mail. 

Why Dissolve an LLC in Virginia?

There are many instances where business owners decide that dissolution is the best course of action for an LLC. If you no longer want to operate the LLC or no longer need the LLC, it’s usually best to dissolve it. Alternatively, if you wish to pursue another business venture through a different entity, you can dissolve an LLC that is no longer needed.

If you have multiple LLCs for multiple purposes, dissolving LLCs you don’t use can reduce costs and simplify management. Reasons to dissolve an LLC include:

• The LLC is no longer needed

• Loss of business viability

• The business is closed

• Bankruptcy

The business is no longer allowed to operate in the US 

Note that if you’re a visa holder who created an LLC, you don’t need to dissolve a Virginia LLC that is still in use or has a business purpose, even if you’re no longer in the US. 

How to Dissolve an LLC in Virginia in 7 Steps

Dissolving a Virginia LLC requires business owners to wind up the business and make an official filing to cancel the limited liability company. Here are the steps to take to ensure proper compliance in LLC dissolution. 

1. Review Your LLC’s Operating Agreement

Understanding the specific dissolution procedures outlined in your LLC’s operating agreement is essential. It will outline the signatures, voting, or other legal procedures required to dissolve the LLC. You will also find information on members’ LLC ownership, voting rights, and any additional dissolution procedures. 

2. Vote to Dissolve an LLC

Next, you must meet with all LLC members to discuss and approve the dissolution decision. Depending on the procedures outlined in the operating agreement, the meeting can be done online or in person. Dissolution requires unanimous agreement for many LLCs, but you must check your LLC criteria. 

3. File Articles of Dissolution

Prepare and file the necessary legal paperwork. In the case of Virginia, you will need to file the Articles Of Cancellation of a Virginia Limited Liability Company with the Virginia State Corporation Commission. 

Note that you must pay all fees and penalties before submitting the articles to the Commission. If the articles are filed with an effective date on or before the annual registration fee due date, you don’t have to pay the registration fee for the current year.

You can file online at the State Corporation Commission Clerk’s Information System and pay a $25 filing fee. Alternatively, you can download the Articles Of Cancellation form and mail it with the $25 filing fee to:

State Corporation Commission 

Clerk’s Office 

P.O. Box 1197

Richmond, VA 23218-1197

Or:

Courier Delivery Address 

1300 E. Main St, 1st floor 

Richmond, VA 23219 

4. Notify Tax Agencies and Pay Remaining Taxes

Ensure you file all necessary tax returns, including income tax and employment tax returns, with the appropriate tax authorities. Remember to check the final return box on your company’s federal tax forms when filing taxes with the IRS. Consulting with a tax professional or CPA to accurately complete these filings can be worthwhile.

5. Inform Creditors and Settle Existing Debt

When closing a Virginia LLC, you must settle all debts and distribute assets. Start by planning to pay off all credit card debt or loans. Then, be sure to notify creditors and close any lines of credit to protect the business credit while dissolving an LLC.  

6. Wind Up Other Business Affairs

As part of winding up the Virginia LLC, you must sell or distribute any assets, such as machinery, inventory, or other assets. You will also want to inform suppliers, customers, and other key stakeholders. If the LLC has employees, you must inform them and make relevant plans for a severance package, letters of recommendation, or new job opportunities. 

Finally, you must close business bank accounts, cancel business licenses or business registration, and close any other business accounts or lines of credit. If you have used a Virginia registered agent service, you must inform the registered agent and cancel the service. 

7. Distribute Remaining Assets

Once all debts, obligations, and tax liabilities have been settled, distribute the remaining assets and profits among the LLC members according to the agreed-upon terms outlined in the operating agreement. This may include equal portions or any other distribution. The LLC operating agreement outlines each member’s percentage of ownership and the distribution of assets. Distributing assets among LLC members is the final step in company dissolution. 

How Much Does It Cost to Dissolve an LLC in Virginia?

You must pay a $25 filing fee to dissolve an LLC in Virginia. You can pay online with a credit card or eCheck or mail a check with the filing made payable to the State Corporation Commission. You cannot send cash. 

Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Virginia?

Dissolving an LLC with a simple filing and additional steps to distribute assets and pay off debts is possible. However, as a business owner, getting professional help can save time and money, even in company dissolution. 

The support of a tax professional, lawyer, or professional dissolution service can provide the expertise and support you need to deal with tax filings, distribution of assets, or debt payments. Tapping into professional assistance to facilitate the process can be hugely advantageous, freeing up time so you can focus on new opportunities. 

Get doola to Dissolve a Virginia LLC

When closing a Virginia business, you must deal with many moving parts and various obligations, from tax filings to cancellation paperwork. Consider signing up with doola for customized LLC services if you need support. 

With doola, you will get the best-in-class services, enabling you to focus on the next phase of your life while doola will dissolve the LLC on your behalf. Schedule your consultation with our experts today!

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