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

A Maryland LLC is created when the MD Department of Assessments and Taxation approves the Formation Documents - the Articles of Organization.  A record of the Maryland LLC is added to the list of LLCs which have officially registered with the Maryland Department of Assessments and Taxation.  Once a LLC is registered with the Maryland Department of Assessments and Taxation, 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 Maryland LLC with the Maryland Department of Assessments and Taxation and want to cease business activities you have to let the MD Department of Assessments and Taxation know that you intend to close your company.  Only after the MD Department of Assessments and Taxation has made sure that all of the obligations of the Maryland LLC have been fulfilled will the Department of Assessments and Taxation approve of the closure of the company.

When the Maryland Department of Assessments and Taxation approves the closing of a MD LLC, that Maryland LLC is said to be Dissolved.  The process of Dissolving a Maryland LLC is called Maryland LLC Dissolution.

If a Maryland Limited Liability Company has any creditors they must be notified after Dissolution of the Maryland LLC has been approved by the Maryland Department of Assessments and Taxation.

If a Maryland LLC has been Forfeitted by the MD Department of Assessments and Taxation , in addition to filing all missing Personal Property Returns, that MD LLC must file for Reinstatement before it may legally be Dissolved by the Maryland SDAT.

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

Unless you Dissolve (Legally Close) your Maryland LLC with the Maryland Department of Assessments and Taxation that MD Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

Maryland 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 Maryland Department of Assessments and Taxation; and things that you have to do after the MD Department of Assessments and Taxation has approved Dissolution of the Maryland LLC.

When a Maryland 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 Maryland LLC is Dissolved largely depends what kind of debts and liabilities that the Maryland LLC has.  If the Maryland LLC has not commenced business activities then the MD LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Maryland LLC
   
   
   Maryland 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 Maryland LLC and a vote to Legally Close the Maryland 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 Maryland LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Maryland LLC.
   
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Maryland Department of Assessments and Taxation.
   
   
2. File all required Annual Personal Property Returns with the Maryland Department of Assessments and Taxation
   
   
   The Maryland Department of Assessments and Taxation will not approve the Dissolution of a MD LLC until all required administrative reports have been filed.
   
   
   We can file any required Annual Personal Property Returns with the MD Department of Assessments and Taxation quickly and easily.
   
   
3. Clear up any business debts
   
   
   All creditors of a Maryland 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 Maryland LLC
   
   
   The Maryland Department of Assessments and Taxation will definitely not approve the Dissolution of a Maryland LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Maryland LLC
   
   
   If the Maryland LLC has any remaining assets, these may be divided according to the Members' ownership interests in the MD 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 Maryland LLC
   
   
   If there are any business bank accounts that have been opened for the Maryland 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 Maryland LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the MD LLC
   
   
   If the Maryland 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 Maryland LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   
   A dissolved Maryland LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Maryland 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 Maryland 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 MD LLC's Federal Tax ID (EIN)
   
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Maryland LLC.  Once the IRS links an EIN to a Maryland LLC, that EIN stays with the Maryland LLC even after the Company has been Legally Closed by the Maryland Department of Assessments and Taxation.
   
   When the IRS processes the final tax return for the Maryland 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 Maryland LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a Maryland LLC can close an EIN account, it must be in Good Standing with the IRS.  The Maryland LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Maryland 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 Maryland 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 Maryland 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 Maryland 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 Maryland 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 Maryland Department of Assessments and Taxation usually takes around 7-8 weeks to process the Articles of Cancellation.

Processing times for Maryland LLC Dissolution filings vary depending on the work load of the Department of Assessments and Taxation's staff.  We've found that normal processing of Maryland Dissolution filings takes the state around 7-8 weeks.

We are dependent on, and have no control over, the staff and systems of the Maryland Department of Assessments and Taxation .  In our experience 7-8 weeks is the time it usually takes the Maryland Department of Assessments and Taxation to process a Maryland Dissolution filing.  We get your Maryland LLC Dissolution filing to the MD Department of Assessments and Taxation as soon as possible after we receive your order.  Once it is at the state we have no control over the Maryland Dissolution approval process.

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

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

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

A Maryland LLC company name becomes available for anyone to use when the MD Limited Liability Company is Dissolved by the Maryland Department of Assessments and Taxation. There are no LLC company name protections in Maryland once a Maryland LLC has been Dissolved by the Maryland Department of Assessments and Taxation.