Closing a Virginia LLC properly means two things: dissolving it with the state, and closing its EIN account with the IRS. If you only stop paying the annual fees, Virginia eventually dissolves or forfeits the LLC administratively, but that is not the same as closing it. Here is how the proper way works in Virginia.
Virginia at a glance
| Filing | Articles of Cancellation |
|---|---|
| Filed with | Virginia State Corporation Commission |
| State fee | $25 |
| Can you do it from outside the US? | Yes. Nothing in the filing requires you to be in the US. |
What Virginia needs first
Virginia LLCs file Articles of Cancellation with the State Corporation Commission. Any fees or penalties owed to the Commission should be cleared first. Virginia has no separate "dissolution" filing for LLCs, so the cancellation is the whole state step.
The steps to dissolve a Virginia LLC
- Agree to dissolve. The members decide to close the LLC, the way the operating agreement says. For a single-member LLC that is simply your decision; writing it down is still a good idea.
- Check the LLC's standing with Virginia. Look up the LLC on the state's business search and make sure annual reports and fees are current. If not, those come first.
- File the Articles of Cancellation with the Virginia State Corporation Commission and pay the state fee ($25).
- Wind up. Collect what the LLC is owed, pay its debts, and distribute what is left to the members.
- Close the EIN account with the IRS. The IRS needs a signed letter. It only completes the closure once the LLC's final tax return has been filed. See how to close an EIN business account.
- File the final tax return. Which one depends on who owns the LLC and how it is taxed. See which final tax return an LLC files.
- Close the rest. Bank account, payment providers, any Virginia tax accounts, and finally the registered agent, once the state has confirmed the dissolution.
Good to know in Virginia
- The annual registration fee is due in the month the LLC was formed.
- Cancelling before that month usually avoids the next year's fee.
What it costs
The Virginia fee for the Articles of Cancellation is $25. On top of that come any overdue amounts the state wants before it accepts the filing, and the cost of the final tax return if an accountant files it for you. Our packages are $349 for the dissolution and $449 for the dissolution and EIN closure, each plus the state fee at cost. If Virginia requires an overdue amount first, we get back to you about it before anything is paid. More in what it costs to dissolve an LLC.
Common questions about Virginia
I live outside the US. Can I still dissolve my Virginia LLC?
Yes. The filing is done online or by mail, and the state does not ask where the members live. If the LLC is owned from abroad, its final year usually includes a Form 5472. See dissolving a foreign-owned LLC.
What if Virginia already dissolved my LLC for missed reports?
That is an administrative dissolution, and it is not the same as closing the LLC yourself. Depending on the state, the LLC may need to be reinstated before it can be properly dissolved. Tell us in the order form and we check what Virginia needs. See administrative dissolution.
When can I cancel my registered agent?
Only after Virginia has confirmed the dissolution. Until then, the state sends its notices to the agent. See when to cancel your registered agent.
Other states
Arizona, Colorado, Delaware, Florida, Georgia, Indiana, Montana, Nevada, North Carolina, Oregon, Wyoming.