How Long Does an LLC Last? (Perpetual Duration, Expiration, and Renewal Explained)

Does an LLC Expire? (The Short Answer) Generally, an LLC lasts forever. Unlike a sole proprietorship, an LLC has perpetual existence, meaning it continues to exist as a separate legal entity regardless of what happens to the owners (members), until it is formally dissolved. In practice, the state treats your LLC as “alive” as long as it stays in good standing. It only stops being an active entity when it is dissolved, lapses out of good standing, or reaches the end of a specific term written into its documents.

Does an LLC expire, and how long is it “good for”?

Most LLCs with perpetual duration do not have a built-in expiration date. On many state articles of organization or a certificate of formation, you will see a “period of duration: perpetual” option, which means the LLC is meant to continue until someone takes formal action to end it, rather than shutting down on a preset date.

When people ask whether an LLC “expires” or how long it is “good for,” they are really asking how long the state will treat the LLC as an active, valid business. Each state uses its own mix of required filing, tax, and annual obligations, such as an annual report, franchise taxes, and any filing fee the secretary of state office charges, to decide whether your LLC is still in good standing. Those obligations often include state and local income and business taxes; for a quick overview of how LLC taxes typically work, see our LLC tax rates and benefits guide.

How long your LLC stays active

If your formation documents say your LLC has perpetual duration, it can stay active indefinitely. In practice, the LLC remains “good for” doing business until you formally dissolve it or let it fall out of compliance by ignoring required filing, fees, and taxes. For example, this can happen if you do not send in the state’s annual report for several years.

While it is active, you’ll also want a plan for taking money out of the company, whether that’s through paying yourself from the LLC or making tax-smart LLC profit distributions to the members.

LLC good standing and when it is treated as expired

Most states do not assign a formal “LLC expiration date,” but they do track whether your company is in good standing. If you miss annual reports, tax filing, or required fees, the state can mark the LLC delinquent and then move to administrative dissolution or revocation of authority; on the state’s business entity search, that status will usually show as “administratively dissolved” or “inactive,” which is when many owners say the LLC has effectively “expired.”

How often you need to renew an LLC

You keep an LLC active by filing the state’s required annual or biennial report and paying any related franchise tax and fees on time. The specific schedule and form numbers vary by state. For example, some states require an annual franchise tax while others only need a short online filing every one or two years. To avoid problems, check your articles of organization or certificate of formation, look up your record in the Secretary of State’s online business search, and talk with a lawyer or CPA if you are unsure how to maintain good standing and renew your llc properly.

For a concrete walkthrough of those steps, you can follow our LLC renewal guide, which shows how the renewal process works in practice.

How “perpetual duration” works for an LLC

When you form an LLC, the formation paperwork usually asks you to pick how long the company will last. On most modern articles of organization or a certificate of formation, the default or recommended choice is perpetual duration, which is where the idea of a perpetual LLC comes from. (If you are still figuring out the formation steps, our how to start an LLC guide walks you through everything from choosing a name to filing your paperwork).

Perpetual duration means the LLC is set up to keep existing until someone takes formal action to end it. Instead of a fixed end date, the company continues until the owners vote to dissolve it or a court or state agency orders dissolution, so you will not see an automatic LLC expiration date on your formation documents unless the LLC is later administratively dissolved for missing required filings or fees.

What is a perpetual LLC and perpetual duration?

A perpetual LLC is an LLC that does not have a built-in end date in its formation documents. When the duration is marked as perpetual, the company is expected to continue indefinitely, and it will only end if the owners voluntarily dissolve it, a required term in the operating agreement is triggered, or a court or state agency orders it to be wound up.

What does “perpetual” mean for an LLC in plain English?

In plain English, perpetual for an LLC means “no automatic expiration.” The LLC does not shut down after a set number of years; it keeps going as long as someone maintains it in good standing and the members want it to exist. Day to day, this means you focus on renewals and compliance, not on a future expiration date.

“Period of duration: perpetual” and “LLC perpetual or freeform”: what to choose if you are not sure

Many forms use phrases like “period of duration: perpetual” or give a checkbox such as “LLC perpetual or freeform” versus “specific date.” If you are starting a normal ongoing business and do not have a planned end date, perpetual duration is usually the simplest choice because it avoids having to amend the filing later just to extend the life of the LLC. A fixed term is more common when the LLC is tied to a single project that is clearly expected to end, and if you are unsure which box to check, it’s smart to review the state’s instructions or talk with a lawyer or CPA first.

Even if your business idea is still evolving and you don’t have a polished business plan yet, you can still move forward, our guide on forming an LLC without a formal business plan explains how to do that while staying realistic about your timeline.

State-specific rules (the “at-will” states)

Early LLC laws did not always assume an LLC would last forever. Some first-generation statutes required you to pick a limited term, often capped at 30 years, so the LLC would not look too much like a corporation with “continuity of life.” Legal commentary on Colorado’s original LLC act, for example, notes that the articles had to specify a duration “not to exceed 30 years,” and similar 30-year limits existed in states like New York and New Jersey under their original LLC laws.

Today, the standard across most states is the opposite. Modern LLC statutes and the Uniform Limited Liability Company Act (ULLCA) say that a limited liability company has perpetual duration unless the formation documents or operating agreement say otherwise, and many states have adopted some version of this rule. In practice, that means most “at-will” states treat your LLC as continuing indefinitely until the members choose to dissolve it or the state administratively dissolves it for noncompliance.

Example: how some states moved from fixed terms to perpetual LLCs

If your LLC is older or formed under a repealed statute, it is worth checking the original articles of organization to see whether a 30-year or other fixed term was written in, and asking a lawyer if you should amend the filing so that your LLC clearly has perpetual duration under current law.

How long LLCs last in Texas, Florida, and Ohio (State examples)

In Texas, Florida, and Ohio, LLCs are generally formed with perpetual duration, so they do not automatically expire on a specific date. As long as the business stays in good standing and is not dissolved by the owners or the state, it can keep operating indefinitely.

The main difference is in the ongoing filing, annual obligations, and tax rules. Texas and Florida require regular reports and fees, while an Ohio LLC currently has no routine annual report requirement for domestic LLCs.

You can always check your LLC’s status in each state’s Secretary of State business entity search and talk with a lawyer or CPA if you’re unsure how to maintain good standing.

3 Ways an LLC Can End (Involuntarily)

Even though an LLC lasts forever in theory, state law still gives several ways for the company to be forced toward an ending. These are situations where the members do not simply decide to shut the doors, but the LLC is pushed into winding up because of noncompliance, a court order, or a trigger built into the governing documents.

Below are three common involuntary paths to the end of an LLC and what they usually look like in practice.

• Administrative dissolution
  Administrative dissolution happens when the state shuts down your LLC on paper because you stopped meeting basic compliance rules, such as filing annual or biennial reports, maintaining a registered agent, or paying required fees and franchise taxes. Once administratively dissolved, the LLC loses good standing and often cannot carry on regular business until it is either reinstated or fully wound up.
• Judicial dissolution
  Judicial dissolution happens when a court orders the LLC to be dissolved, usually after a member, creditor, or regulator files a lawsuit asking the judge to step in. Courts may dissolve an LLC when there is serious deadlock among the members, illegal or fraudulent activity, or when it is no longer reasonably practicable to carry on the business under the operating agreement, and the company then moves into the winding-up process.
• Event of dissolution in the operating agreement
  Many operating agreements list one or more “events of dissolution,” such as the death or bankruptcy of a key member, the loss of a required license, or a vote of the members once a specific project is finished. When one of these events occurs, the LLC is treated as having reached the point where it should stop taking on new business and begin winding up, even if not everyone involved actively wanted to shut the company down at that moment.

What happens when an LLC expires, is dissolved, or lapses

Whether an LLC “expires” because it falls out of good standing, reaches the end of a stated term, or is formally dissolved by its members, the result is the same in the eyes of the state: the company stops operating as an active business entity. At that point, the LLC should stop taking on new business and focus on closing things out correctly.

During winding up, the LLC finishes existing contracts, collects remaining receivables, pays debts and taxes, and then distributes leftover assets to the owners under the operating agreement or state law. After winding up and any final tax returns are filed, the LLC is generally treated as fully closed.

Administrative dissolution and when an LLC “expires” in practice

If you stop filing required reports or paying state fees, the state can mark your LLC delinquent and eventually administratively dissolve it or revoke its authority to do business; in that status, the company loses good standing, may not be able to sue in its own name, and can have contracts, licenses, and bank relationships questioned until it is either reinstated or properly wound up.

When an LLC’s stated term ends vs. voluntary dissolution

If an LLC was formed with a fixed term or end date, it is supposed to begin winding up when that term expires unless the members amend the formation documents to extend it, while a perpetual LLC ends when the members formally vote to dissolve it and file any required dissolution paperwork with the state, usually following the procedures in the operating agreement and the state LLC statute.

Reinstating a lapsed LLC vs. forming a new LLC

Many states allow you to reinstate an administratively dissolved LLC by filing reinstatement forms, appointing a current registered agent, and paying overdue reports, fees, and penalties, but if reinstatement is not available or would be more trouble than it is worth, the owners may decide to leave the old entity closed, finish winding it up, and form a new LLC instead after checking the Secretary of State’s business search and, if needed, talking with a lawyer or CPA.

LLC FAQs – how long an LLC lasts and when it expires

These LLC FAQs are a quick reference for anyone wondering how long an LLC lasts and what affects its lifespan. They give you short, practical explanations based on how states treat LLC duration, good standing, and closure in real life. Use this section to quickly check the key rules before you form, maintain, or wind down your LLC.