Administrative Dissolution

What happens if I’m no longer operating my business and I don’t formally dissolve my LLC?

If you neglect to formally dissolve your LLC, even if it’s no longer operational, you may still be liable for annual report fees, taxes, fines, or penalties related to non-compliance laws in North Carolina. Moreover, the business remains legally in existence until the state confirms its dissolution, potentially exposing you to liability issues. To avoid these consequences, consider filing the Articles of Dissolution with the North Carolina Secretary of State promptly.

Articles of Dissolution is the form that officially closes the company on the Secretary of State’s records. If your company is a foreign entity, (that is, formed in a state outside of North Carolina), you must file an Application for Certificate of Withdrawal to withdraw from our records.

How do I know which annual report is missing?

You should have one report for each year beginning the year after the company was created.

For example, Test, Co. incorporated in 2021. Its fiscal year ends in December.

To be current, it should have 3 Annual Reports on file:

1. Year 2022 – for fiscal year end 12/31/2021 – Due 4/15/2022

2. Year 2023 – for fiscal year end 12/31/2022 – Due 4/15/2023

3. Year 2024 – for fiscal year end 12/31/2023 – Due 4/15/2024