The process of Legally Closing a LLC in Virginia is called Dissolution.  After a Virginia LLC has been Dissolved, it ceases to be Legally Active in the Virginia State Corporation Commission's records and may no longer Legally conduct business in the state of Virginia.

A Virginia LLC is created when the VA State Corporation Commission approves the Formation Documents - the Articles of Organization.  A record of the Virginia LLC is added to the list of LLCs which have officially registered with the Virginia State Corporation Commission.  Once a LLC is registered with the Virginia State Corporation Commission, that LLC immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Virginia LLC with the Virginia State Corporation Commission and want to cease business activities you have to let the VA State Corporation Commission know that you intend to close your company.  Only after the VA State Corporation Commission has made sure that all of the obligations of the Virginia LLC have been fulfilled will the State Corporation Commission approve of the closure of the company.

When the Virginia State Corporation Commission approves the closing of a VA LLC, that Virginia LLC is said to be Dissolved.  The process of Dissolving a Virginia LLC is called Virginia LLC Dissolution.

A Virginia LLC must have paid all fees and penalties due to the VA Corporation Commission before the Commission will accpt Articles of Cancellation for the Virginia Limited Liability Company.

As soon as a Virginia LLC is registered with the VA State Corporation Commission, that LLC is responsible for recurring obligations of the Virginia State Corporation Commission and the Virginia Department of Revenue.  If a Virginia LLC does not file its required reports or pay its tax obligations, then that VA Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Virginia LLC with the Virginia State Corporation Commission that VA Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

Virginia LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of LLC Dissolution from the Virginia State Corporation Commission; and things that you have to do after the VA State Corporation Commission has approved Dissolution of the Virginia LLC.

When a Virginia LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the Virginia LLC is Dissolved largely depends what kind of debts and liabilities that the Virginia LLC has.  If the Virginia LLC has not commenced business activities then the VA LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Virginia LLC
   
   Virginia LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Virginia LLC and a vote to Legally Close the Virginia Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Virginia LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Virginia LLC.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Virginia State Corporation Commission.
   
   
2. File all required Annual Registrations with the Virginia State Corporation Commission
   
   The Virginia State Corporation Commission will not approve the Dissolution of a VA LLC until all required administrative reports have been filed.
   
   We can file any required Annual Registrations with the VA State Corporation Commission quickly and easily.
   
   
3. Clear up any business debts
   
   All creditors of a Virginia LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   
4. Pay all taxes and administrative fees owed by the Virginia LLC
   
   The Virginia State Corporation Commission will definitely not approve the Dissolution of a Virginia LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Virginia LLC
   
   If the Virginia LLC has any remaining assets, these may be divided according to the Members' ownership interests in the VA Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Virginia LLC
   
   If there are any business bank accounts that have been opened for the Virginia LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Virginia LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the VA LLC
   
   If the Virginia LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Virginia LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A dissolved Virginia LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Virginia LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Virginia LLC has been legally Dissolved so that it may take the appropriate actions.
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the VA LLC's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Virginia LLC.  Once the IRS links an EIN to a Virginia LLC, that EIN stays with the Virginia LLC even after the Company has been Legally Closed by the Virginia State Corporation Commission.
   
   When the IRS processes the final tax return for the Virginia LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Virginia LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a Virginia LLC can close an EIN account, it must be in Good Standing with the IRS.  The Virginia LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Virginia LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Virginia LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Virginia LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Virginia LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Virginia LLC varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the Virginia State Corporation Commission usually takes around 7-10 business days to process the Articles of Cancellation.

Processing times for Virginia LLC Dissolution filings vary depending on the work load of the State Corporation Commission's staff.  We've found that normal processing of Virginia Dissolution filings takes the state around 7-10 business days.

We are dependent on, and have no control over, the staff and systems of the Virginia State Corporation Commission .  In our experience 7-10 business days is the time it usually takes the Virginia State Corporation Commission to process a Virginia Dissolution filing.  We get your Virginia LLC Dissolution filing to the VA State Corporation Commission as soon as possible after we receive your order.  Once it is at the state we have no control over the Virginia Dissolution approval process.

The total cost to Legally Close a Virginia LLC varies depending on exactly what is required for each specific VA Dissolution.  We charge $249 plus any state fees for our Virginia LLC Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Members meeting which approves Closing the Company
• Prepare and file the Articles of Cancellation with the Virginia State Corporation Commission
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from VA State Corporation Commission
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Virginia LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies in states other than Virginia that are tied to the Domestic Virginia LLC then each of those Foreign LLCs must be Dissolved before the Virginia LLC can be legally Dissolved.

A Virginia LLC company name becomes available for anyone to use when the Virginia Limited Liability Company is Dissolved by the Virginia State Corporation Commission. There are no LLC company name protections in Virginia once a Virginia LLC has been Dissolved by the Virginia State Corporation Commission.

There are no state of Virginia requirements for the publication of a Notice of Dissolution of a Virginia LLC.

While the Virginia State Corporation Commission does not legally require the publication of a Notice of Dissolution of a Virginia LLC, publication is a good way to notify anyone who might have a claim against the Virginia LLC.  Evidence of publication might prove useful down the line if someone makes a claim against the VA Limited Liability Company after the Virginia LLC has been dissolved.