How To Dissolve An LLC In Michigan

That low cost and quick filing time don't mean you're done. Once your Certificate of Dissolution is filed, you have 60 days to request tax clearance from the Department of Treasury. Missing that window won't undo your dissolution, but it can leave the winding-up process incomplete and create tax problems down the line.

Here's what closing your Michigan LLC actually looks like, from member approval through your tax clearance request.

Michigan LLC Dissolution Requirements

What It Means To Dissolve An LLC In Michigan

Dissolving an LLC means you are ending its legal existence with the state. Once it's done, your LLC can no longer sign contracts, take on new business, or shield you from personal liability the way it did while active.

Michigan actually has two different Certificate of Dissolution forms, depending on your LLC's situation. Form CSCL/CD-730 is for an LLC that never commenced business, issued no membership interests, and has no debts, essentially closing out an LLC that never really got going. Form CSCL/CD-731 is for LLCs that have commenced business, which is the form most people need, and it comes with the added tax clearance requirement. This guide focuses on the standard path using Form 731.

Step 1: Get Approval From LLC Members

Start with your operating agreement. It usually spells out how many members need to agree before you can dissolve the LLC.

If your operating agreement doesn't cover this, Michigan law defaults to a unanimous vote of the members entitled to vote [1]. A single-member LLC only needs approval from that one owner.

Write down the vote in a signed consent form or meeting minutes. You don't have to send this to the state, but you'll want it on file in case a bank, creditor, or court ever asks for proof that the closure was properly approved.

Step 2: Wind Up Your LLC's Business Affairs

Winding up means tying up the loose ends of your business before you file your final paperwork with the state.

During the wind-up, you should:

• Stop taking on new business, except what's needed to close out existing work
• Notify known creditors and claimants directly, in writing
• Consider publishing notice for unknown claimants, since this can bar their claims one year after the publication date [2]
• Pay off debts and settle outstanding obligations
• Distribute any remaining money or property to the members according to your operating agreement
• Cancel local business licenses and permits

Keep records of everything you do during this stage. If a creditor or former client raises an issue later, this paperwork protects the members from personal liability.

Step 3: File Your Certificate Of Dissolution With LARA

This is the filing that officially ends your LLC's existence. In Michigan, it's called a Certificate of Dissolution, and for an LLC that has commenced business, it's filed as Form CSCL/CD-731 [3].

You'll need to include:

• Your LLC's legal name and identification number, if known
• The reason for dissolution, whether an event under your Articles of Organization or operating agreement, or a member vote
• The signature of a manager, member, or authorized agent, depending on how your LLC is managed

The filing fee is $10. You can file online through the MiBusiness Registry Portal, or submit the form by mail to LARA's Corporations, Securities & Commercial Licensing Bureau in Lansing. The effective date of dissolution is the date LARA actually receives your certificate, not the date you mail it, though you can set a later effective date of up to 90 days after signing. Expedited service is available for an added fee if you need faster processing.

Step 4: Request Tax Clearance

This is the step people miss most often. Once you've filed your Certificate of Dissolution, Michigan law requires you to request a tax clearance from the Department of Treasury within 60 days [4].

Submit your request to the Treasury's Tax Clearance Section using Form 5156. This confirms your LLC has no outstanding state tax liability. Missing this window doesn't automatically undo your dissolution, but it can leave the winding-up process incomplete and create issues with any remaining tax obligations down the line.

You should also file your final federal and state tax returns and check the "final return" box on the form. If your LLC has employees or has collected sales tax, file any remaining payroll or sales tax paperwork as well.

Step 5: File Additional Forms If You Are A Foreign LLC

If your Michigan LLC is also registered to do business in another state, or if your LLC was formed in another state and only registered in Michigan, you'll need to take care of that separately.

If your LLC was formed in Michigan and registered elsewhere, check the closing requirements for that state directly. If your LLC was formed in another state and only registered to do business in Michigan, you'll need to file an Application for Certificate of Withdrawal, Form CSCL/CD-761, with LARA [5]. The filing fee is $10, and just like the domestic Certificate of Dissolution, you'll need to request tax clearance within 60 days of filing.

You can learn more about registering or withdrawing across state lines through Swyft Filings' foreign qualification process.

What Happens If You Do Not Dissolve Your LLC The Right Way

If you simply stop operating without filing a Certificate of Dissolution, your LLC stays active on Michigan's records, and you're still responsible for filing annual statements each year by February 15 [6].

If you fall behind on annual statements, your LLC eventually falls out of good standing, and LARA won't accept any filings from it other than a Certificate of Restoration of Good Standing [6]. Your LLC's name also becomes available for other businesses to use once it's out of good standing, even though the LLC technically still exists. In records searches, this status is sometimes shown as dissolved by operation of law once the lapse continues long enough. Filing your Certificate of Dissolution yourself keeps you in control of the process and the timeline, instead of letting your LLC's status drift.

Can A Dissolved Michigan LLC Be Reinstated

It depends on why your LLC lost its standing. If your LLC fell out of good standing for missing annual statements, you can file a Certificate of Restoration of Good Standing (Form CSCL/CD-770) with LARA at any time, along with every delinquent annual statement and its fee [7].

The filing fee for the Certificate of Restoration is $50, and each delinquent annual statement adds another $25 [7]. If another business has taken your LLC's name while it was out of good standing, you'll need to choose a new one as part of the restoration.

If you voluntarily filed a Certificate of Dissolution rather than falling out of good standing, that closure is final. There's no restoration process for it, so you'd need to form a new LLC if you want to start over.

Need Help Closing Your Business

Dissolving an LLC involves a specific order of steps, and getting that order wrong is the most common reason filings get delayed. Swyft Filings has helped over 600,000 businesses with formation and closure. We can dissolve your LLC online so you don't have to track down every form yourself.

Dissolve Your Michigan LLC Now!

Bibliography

[1] Michigan Legislature. "MCL 450.4801, Michigan Limited Liability Company Act." Accessed on July 13, 2026.

[2] Michigan Legislature. "MCL 450.4807, Notice to Claimants, Barring Claims."Accessed on July 13, 2026.

[3] Michigan Department of Licensing and Regulatory Affairs. "Certificate of Dissolution, Form CSCL/CD-731."Accessed on July 13, 2026.

[4] Michigan Department of Treasury. "Form 5156, Request for Tax Clearance Certificate."Accessed on July 13, 2026.

[5] Michigan Department of Licensing and Regulatory Affairs. "Application for Certificate of Withdrawal, Form CSCL/CD-761."Accessed on July 13, 2026.

[6] Michigan Legislature. "MCL 450.4207a, Certificate of Good Standing, Restoration of Good Standing."Accessed on July 13, 2026.

[7] Michigan Department of Licensing and Regulatory Affairs. "Restore My LLC."Accessed on July 13, 2026.