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Closing an LLC · checked 21 October 2026

How to close a foreign-owned US LLC

If you formed a US LLC you no longer use, just stopping doesn't close it. The state keeps charging annual fees, and the IRS still expects a Form 5472 every year, with a $25,000 penalty for each one missed. Closing it properly takes a few filings, in this order.

1. Catch up on what's owed

  • State fees and reports first. Most states won't accept a dissolution while annual reports or franchise tax are unpaid. Delaware's annual LLC tax, for example, has to be paid for every year the LLC existed. Delaware · Wyoming · New Mexico · Florida · Texas.
  • Missing Form 5472s. If earlier years were never filed, file them now with a reasonable cause statement. Closing the LLC doesn't cancel them. Missed the deadline?

2. File the dissolution with the state

Each state has its own form and fee: Wyoming uses Articles of Dissolution, Delaware a Certificate of Cancellation. Check the state's business filing website for the current form and fee. Keep the stamped copy; you'll attach it to your final federal return.

3. File the final Form 5472 and pro forma 1120

  • File for the short final year, from 1 January to the date the LLC closed.
  • On the pro forma Form 1120, tick "Final return" in item E, and write "Foreign-owned U.S. DE" across the top as usual.
  • In Part V of Form 5472, report the closing transactions, such as money paid out to you when the bank account was emptied.
  • Fax it to 855-887-7737 or mail it to the IRS in Ogden, as for any year. Line-by-line help.

The due date follows the corporate rule: the 15th day of the fourth month after the final tax year ends, so after the dissolution date rather than the following April.

4. Close the EIN account with the IRS

An EIN is never deleted, but the IRS can close the business account. Send a letter to Internal Revenue Service, Cincinnati, OH 45999 with the LLC's legal name, EIN, address, the reason (the LLC has been dissolved), and a copy of the EIN confirmation letter if you have it, signed by you as the owner. The IRS only closes the account once all required returns are filed.

5. Close everything else

  1. Empty the US bank account to yourself and get written confirmation that it's closed.
  2. Close Stripe, PayPal, Amazon or other marketplace accounts in the LLC's name.
  3. Cancel the registered agent, but only after the state has accepted the dissolution.
  4. Keep records of the final filings and closure letters permanently.

Check what my company still owes

Sources: IRS, Instructions for Form 5472 (pro forma 1120, Part V formation and dissolution amounts, where to file); IRS, "Closing a business" (EIN account closure letter); GlobalSolo, closing a foreign-owned US LLC (2026) (order of steps, final return marking, state forms). Read 21 October 2026. General information, not tax advice.