How to Dissolve an LLC in Michigan: Certificate of Dissolution and Final Filings

Dissolving a Michigan LLC is a two-part job. The state filing is short: a Certificate of Dissolution (Form CSCL/CD-731) filed with the Corporations Division of the Michigan Department of Licensing and Regulatory Affairs (LARA) for a $10 fee. The real effort is everything around that filing: getting the LLC into good standing, clearing Michigan Treasury, and closing the tax and employer accounts that would otherwise keep generating notices. If you are looking up how to dissolve an LLC in Michigan, this is the sequence to follow.

This article is informational content, not legal or tax advice. Dissolution affects member liability, contracts, leases, debts and tax filings. If your LLC has debts, employees, a lease or more than one member, talk with a Michigan business attorney and a CPA before you file.

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What You Need Before You Start

Pull these together before you open the filing portal. A missing item usually means a rejected filing or a second trip through the process.

Articles of Organization (Form CSCL/CD-700) or a copy, plus any amendments, so the legal name matches the state record exactly.
Operating agreement, to see who must approve dissolution and whether it names an event that triggers dissolution.
Written record of the vote or triggering event, such as a signed unanimous consent of the members.
MiBusiness Registry Portal access at mibusinessregistry.lara.state.mi.us. Confirm your login before filing day.
The Certificate of Dissolution (Form CSCL/CD-731), downloaded from the LARA Corporations Division page.
Your Annual Statement history, so you can confirm that every required statement was filed.
Treasury account details for any sales tax license and other Treasury registrations the LLC holds.
Unemployment Insurance Agency account number, if the LLC had employees or paid unemployment contributions.
Resident agent information. Michigan uses the term resident agent for the registered agent role.
A list of trade and professional licenses the LLC holds, and any city where it operated.
A payment method for the $10 filing fee and, if you want faster review, the expedited fee.

Step 1: Decide Whether Dissolution Is the Right Path

Dissolution ends the LLC. It is not a pause. Before you file, be clear on the alternatives:

Restoration brings a delinquent LLC back into good standing so it can keep operating. Restoration is the alternative to dissolving.
Administrative loss of good standing after two missed years is a different path from voluntary dissolution. If LARA has already flagged the LLC this way, confirm your options with LARA before you file anything.

If you might want to run the business again later under the same name, ask an attorney whether restoration fits better. A dissolved LLC generally cannot simply be revived by refiling, so a later restart usually means a new entity with new filings, a new name check and new registrations.

Step 2: Confirm the LLC Is in Good Standing

Search the entity on the MiBusiness Registry business search. Check the entity status and confirm that each annual statement you were required to file appears in the record.

An LLC that is not in good standing must restore good standing before it can dissolve. Restoration costs $50 plus any missing Annual Statements. Each Annual Statement (Form CSCL/CD-2700) carries a $25 fee and is due February 15 each year. Once the LLC is back in good standing, return to this process.

Step 3: Approve the Dissolution and Start the Wind-Up

The Certificate of Dissolution asks for the ground you are relying on. There are two: a unanimous vote of the members, or an event that the Articles of Organization or operating agreement already names as a reason to dissolve. Use whichever one applies, and keep the paperwork. A signed written consent should state the date, the members who approved, and the ground relied on.

Approval is not the end of the job. Dissolving the entity does not erase its obligations, so start the wind-up at the same time:

Collect receivables and stop taking new work under the LLC name.
List every creditor and pay or settle known debts.
Review leases, vendor contracts, loans and insurance policies for termination terms.
Decide how remaining assets will be distributed to the members, following the operating agreement.
Notify customers, banks and vendors in writing that the business is closing.

Step 4: File the Certificate of Dissolution

File Form CSCL/CD-731 through the MiBusiness Registry Portal. The filing fee is $10, under MCL 450.5101(1)(m). Complete every field, including the ground you chose in Step 3, then submit the form with payment.

LARA does not publish a guaranteed standard review time for routine filings, so plan for a wait. If timing matters, LARA offers expedited review for an existing entity. Each expedited fee is added to the $10 filing fee:

Expedited option	Added fee
24 hour review	$100
Same day review	$200
Two hour same day review (must be received by 3 p.m.)	$500
One hour same day review (must be received by 4 p.m.)	$1,000

Confirm the current expedited options on the LARA page before you pay, since fees can change. Submitting late in the day can push a same-day request to the next business day, so use the cutoff times above as hard limits.

Step 5: Request Tax Clearance From Michigan Treasury

After you file the dissolution, request tax clearance from the Michigan Department of Treasury. The request must be made within 60 days of filing the dissolution. Treasury is the agency that confirms the LLC's state tax accounts are in order, so reconcile your accounts before you ask.

Treasury sets its own request method and document requirements. Check the current process with Treasury at michigan.gov/taxes before you assume a particular form or submission path. Put the 60-day deadline on your calendar the day you file.

Step 6: File the Final Annual Statement

Annual Statements (Form CSCL/CD-2700) are a separate filing from the Certificate of Dissolution, and one does not replace the other. The fee is $25, and the statement is due February 15 each year. Confirm with LARA whether a final statement is still required for the year the LLC dissolves, and whether any statement is owed for earlier years.

A complete statement history makes it easier to show good standing if LARA or a lender asks later.

Step 7: Close the Treasury, Unemployment and City Tax Accounts

This is the step people most often forget, and it is the one that keeps generating bills. Work through each account separately:

Sales tax license. If the LLC sold taxable goods or services, cancel the sales tax license with Treasury. Closing the license does not erase returns that came due while the business operated, so confirm with Treasury which returns remain open.
Other Treasury registrations. Close any other Treasury account the LLC opened, and confirm the balance on each before you close it.
Unemployment Insurance Agency (UIA) account. If the LLC had employees or paid unemployment contributions, close the UIA account. The closing process and any final reporting run separately from LARA and Treasury, so confirm the steps with the agency before you assume the account is closed.
City income tax. Michigan has city income tax in only 24 cities. If the LLC operated in one of them, file a final city income tax return. Confirm with your city's tax office which return and period apply.

Keep a copy of every confirmation and closed-account letter. It is your best answer to a bill that arrives after you believed the business was finished.

Step 8: Surrender Licenses, Permits and Assumed Names

Michigan has no general statewide business license. LARA's Corporations Division files and maintains business entities, but it does not license businesses, so the LLC's filing with LARA is not itself a license. Licensing is by trade or activity, handled by agencies such as LARA's Bureau of Professional Licensing, the Bureau of Construction Codes, the Michigan Department of Agriculture and Rural Development (MDARD), the Michigan Liquor Control Commission (MLCC), the Cannabis Regulatory Agency and LARA child care licensing. Local zoning, certificate of occupancy and health approvals can also apply. Contact each issuing agency or local office to confirm how to close each one.

If the LLC filed a Certificate of Assumed Name (Form CSCL/CD-541), do not assume that dissolving the LLC cancels it. Check with LARA whether any action is needed, since the certificate has its own schedule.

Common Mistakes to Avoid

Filing dissolution while the LLC is delinquent. The filing will not clear until good standing is restored.
Using the wrong form or fee. The Certificate of Dissolution is Form CSCL/CD-731 at $10. It is not the Annual Statement, which carries a $25 fee, and it is not the Articles of Organization.
Missing the 60-day tax clearance window. Calendar the deadline the day you file.
Stopping when LARA accepts the filing. Treasury, UIA, city tax and trade licenses stay open until you close them.
Confusing dissolution with administrative loss. The two-year path has different steps and options, so check the entity status before you choose one.
Dissolving without an approved ground on record. A written consent that names the ground protects you if questions come up later.
Distributing assets before paying creditors. Pay vendors, collect receivables and settle debts first, then distribute what remains.
Skipping professional review. LLCs with debts, leases, employees or unusual assets should have an attorney and a CPA review the wind-up before the final filings.

What to Expect When You Finish

After LARA processes the Certificate of Dissolution, the entity's status may change on the MiBusiness Registry business search. Processing time can vary, and LARA does not publish a guaranteed standard review time, so recheck the status rather than assuming it has updated. The expedited options can shorten the review, but they do not change what the filing must contain.

When Treasury clearance, the account closures and any other final filings are complete, you may have a file that shows the entity was dissolved, its tax accounts were closed and its obligations were settled. Keep that file for as long as your attorney or CPA recommends, since a notice can still arrive after the business has closed.

Official Resources

Disclaimer: This article is informational only and is not legal, tax or financial advice. Michigan fees, forms and agency processes can change. Confirm current requirements on the LARA and Treasury pages above, and consult a qualified Michigan attorney and CPA before you dissolve an LLC.