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Forgot to Dissolve Old LLC — State Charging $800/Year in Penalties

Started by dormant_LLC_penalties · Oct 28, 2025 · 9 replies
For informational purposes only. This is not legal advice.
DL
dormant_LLC_penaltiesOP

Looking for advice on this situation. Forgot to Dissolve Old LLC - State Charging $800/Year in Penalties Any guidance would be greatly appreciated.

Details: I'm in a situation where I need to understand my legal options. Has anyone dealt with something similar?

FT
FL_TenantLaw_AttorneyAttorney

The "best state" for incorporation depends entirely on your specific situation. Delaware makes sense for VC-backed startups. Wyoming for privacy. Your home state for most small businesses. Don't pay extra for a fancy jurisdiction if you don't need the specific benefits.

SA
SarahConsumerRights

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper.

DR
DropshipDan

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper.

AI
Amanda_IPLawAttorney

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper.

SA
SarahConsumerRights

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper.

FM
FrustratedHomeowner_Mike

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper.

EL
EmploymentLaw_LAAttorney

The "best state" for incorporation depends entirely on your specific situation. Delaware makes sense for VC-backed startups. Wyoming for privacy. Your home state for most small businesses. Don't pay extra for a fancy jurisdiction if you don't need the specific benefits.

PD
PaymentsPro_Dave

The most important thing for LLC protection isn't the state you form in — it's whether you maintain the corporate formalities. Separate bank accounts, proper record-keeping, adequate capitalization. Without these, the LLC is just a piece of paper.

DL
dormant_LLC_penaltiesOP

Update: Thanks everyone for the guidance. I consulted with an attorney and we're moving forward. The advice here helped me understand what questions to ask and what to expect. Will update when there's a resolution.

SR
SmallBizCPA_Rachel

I help clients dissolve LLCs regularly. The penalties for just "forgetting" about a dormant LLC can add up fast:

  • California: $800/year franchise tax, plus late fees. They WILL come after you even if the LLC had zero activity.
  • Delaware: $300/year franchise tax + late penalties
  • Most states: $50-$500/year in annual report fees that keep accruing

If you've been dormant for years, many states offer a "voluntary dissolution" process that may waive some penalties. It's almost always cheaper to dissolve properly than to let it sit. File your final tax returns too — the IRS doesn't know you dissolved unless you tell them.

SM
StartupFounder_Mike

Learned this the hard way. Had a Delaware LLC I formed in 2020 for a side project that never took off. Forgot about it completely until I got a letter from the Delaware Division of Corporations saying I owed $900+ in back taxes and penalties. And I had ZERO revenue.

Ended up having to hire a registered agent to handle the dissolution paperwork since I didn't have a Delaware address. Total cost to clean up a company that never did anything: about $1,400. Expensive lesson in why you should dissolve entities you're not using.