Guide to filing the Connecticut LLC Certificate of Dissolution. Learn steps, rules, form details, and how FastFile helps you complete the dissolution correctly.
Guide to the Connecticut LLC Certificate of Dissolution Filing Steps
When an LLC decides to stop operating, it must file the Connecticut LLC Certificate of Dissolution to notify the Secretary of the State that the company has approved dissolution and begun winding up its affairs.
This filing is required under C.G.S. §34-267a, which outlines the legal steps an LLC must follow to end its existence, including proper authorization, settling obligations, and completing closing tasks.
What Is the Connecticut LLC Certificate of Dissolution?
The Connecticut LLC Certificate of Dissolution is the filing required to formally end a domestic LLC under Connecticut law. Once accepted by the Secretary of the State, the LLC is no longer active and is removed from public records. This filing confirms that the LLC has approved dissolution, completed essential steps, and is entering the winding-up stage.
Requirements Before Filing
- Internal decision-making and authority to dissolve
Before filing the Connecticut LLC Certificate of Dissolution, the LLC must confirm who has the authority to approve dissolution. This may be members or managers, depending on the structure of the LLC and the rules outlined in its internal documents. Proper authorization is essential to ensure the filing is valid.
- Review of LLC operating agreement for dissolution procedures
Most LLC operating agreements describe how dissolution must be approved. Reviewing this document helps determine whether member votes, written consent, or other internal steps are required. Compliance with the operating agreement supports a lawful dissolution.
- Ensuring the LLC has completed or begun “winding-up” duties
The LLC must begin closing tasks such as paying debts, completing contracts, and organizing its remaining assets. Connecticut requires these steps to start before filing the Certificate of Dissolution, helping the business move through the closing process smoothly.
- Understanding tax obligations for the year of dissolution
Dissolving an LLC does not end tax duties for the filing year. Before submitting the certificate, the LLC should confirm that it understands state and federal tax obligations and is prepared to submit required returns for its final year of activity.
What Is the Connecticut LLC Certificate of Dissolution?
Key Details Needed to File the Certificate
1. LLC Name (Must Match State Records Exactly)
The name on the Connecticut LLC Certificate of Dissolution must match the state’s records exactly, including punctuation and abbreviations. Any difference may cause delays or rejection.
2. Statement That the LLC Is Dissolved
The form requires a clear statement confirming that the LLC is dissolved. This declaration acknowledges that the LLC has approved dissolution and begun its winding-up steps under Connecticut law.
3. Effective Date of Dissolution (Optional)
The LLC may choose a future effective date if it needs time to complete remaining tasks. If no date is listed, the dissolution becomes effective when the filing is accepted by the state.
4. Required Signature Section
A person authorized to act on behalf of the LLC must sign the form. This may be a member, manager, or another approved representative. The signature verifies the accuracy of the filing and confirms compliance with state rules.
How to Complete the Connecticut LLC Certificate of Dissolution Form
1. Section 1 – Complete Name of the LLC
Enter the full legal name of the LLC exactly as shown in the business registry. Accuracy in this section ensures that the dissolution applies to the correct entity.
2. Section 2 – Declaration of Dissolution
This section requires a direct statement that the LLC is dissolved. It serves as confirmation that the LLC has approved and initiated the dissolution process.
3. Section 3 – Future Effective Date (If Applicable)
If the LLC wishes to delay dissolution, a future date may be entered here. The date must be later than the filing date. If left blank, dissolution is effective upon acceptance.
4. Section 4 – Execution by Authorized Signatory
The form must be signed by an individual who has authority to act for the LLC. The signer must include their printed name, title, and the date. Proper execution ensures that the filing is valid under Connecticut law.
How to Complete the Connecticut LLC Certificate of Dissolution Form
Connecticut LLC Winding-Up Requirements
- Settling debts and obligations
The LLC must pay outstanding bills and complete existing financial commitments. This step ensures that creditors and partners are addressed before the LLC ends.
- Closing accounts and contracts
Bank accounts, vendor agreements, leases, and similar commitments must be closed or finalized. Completing these tasks prevents future activity under the dissolved LLC.
- Handling remaining assets
Any remaining property or funds must be distributed according to the operating agreement or state law. This distribution completes the LLC’s ownership responsibilities.
- Notifying tax authorities
The LLC must inform state and federal tax agencies that it is closing. This includes submitting final returns and ending tax accounts connected to the LLC.
- Record retention requirements
Corporate and financial records should be kept for future reference. Retaining these documents supports accuracy if tax or legal questions arise later.
Business Entity Tax Requirements
- When the tax applies
Connecticut may require certain LLCs to pay a business entity tax during the year the Connecticut LLC Certificate of Dissolution is filed. This tax applies even when the LLC is closing because the entity remains active for part of that tax year.
- Tax responsibility during filing year
The LLC must finish its tax duties for the final year in which it operated. This includes submitting required state and federal returns and addressing any outstanding obligations before closure. Meeting these responsibilities supports a smooth and complete termination of the LLC’s records.
- Guidance from Connecticut Department of Revenue Services
The Department of Revenue Services provides instructions to help LLCs determine their final tax steps and settle any remaining obligations. Reviewing these instructions helps the LLC understand what filings are still needed before it completes dissolution.
Common Errors to Avoid
- Incorrect LLC name
Using an LLC name that does not match the state’s records may cause the Connecticut LLC Certificate of Dissolution to be rejected or delayed. Confirming the exact name before filing helps prevent processing problems. A simple name check can save time and avoid the need to resubmit forms.
- Missing signatory information
The form must include the signature, printed name, title, and date of the authorized individual. Missing or incomplete signatory details will result in an incomplete filing. Ensuring each field is filled correctly helps the state validate the filing without further requests.
- Misunderstanding effective date rules
Some filers enter a date that is earlier than the submission date, which is not permitted in Connecticut. The effective date must be either left blank or set for a future date. Checking the date carefully helps maintain compliance and prevents delays.
Common Errors to Avoid
- Handwritten or incomplete forms
Connecticut requires forms to be typed or printed clearly. Handwritten information or skipped sections may lead to rejection because the state cannot process incomplete filings. Completing the form carefully supports a smooth acceptance.
- Omitting required addresses or attachments
If additional pages are needed, they must be formatted correctly and submitted with the main form. Missing attachments or incomplete address information can interrupt the filing process and require resubmission. Reviewing the form before mailing helps ensure nothing has been overlooked.
Conclusion
Completing the Connecticut LLC Certificate of Dissolution ensures that your LLC is officially closed and no longer responsible for future state requirements. Filing accurately is important because the certificate must include the correct entity name, proper authorization, a valid signature, and complete information about the effective date of dissolution.
For LLC owners who prefer guidance, FastFile offers reliable support for every stage of the Connecticut dissolution process.
FastFile prepares the Certificate of Dissolution based on your LLC’s records, checks each field for accuracy, verifies that the signatory meets state requirements, and ensures all required information is complete before submission.Their team also assists with winding-up steps, mailing instructions, and other final tasks so your filing is handled correctly from start to finish. With FastFile, you can close your Connecticut LLC confidently, knowing the documents are completed and submitted with care.