Close Your U.S. LLC From Abroad: Steps, Taxes and Costs

The short answer

Stopping activity does not close your LLC. Until the state records the dissolution, annual reports and state taxes keep coming due. A Delaware LLC owes an annual tax of $400 every year it is active, due June 1.
The state filing to close an LLC costs $25 in Florida and $60 in Wyoming. In Delaware, the Certificate of Cancellation costs $200, and all annual taxes must be paid first.
A foreign-owned single-member LLC files Form 5472 with a pro forma Form 1120 for its last year. Amounts paid or received in connection with the dissolution are reportable transactions. The penalty for not filing is $25,000.
To close the IRS business account, you send a letter with the legal name, EIN, address and reason to Internal Revenue Service, Cincinnati, OH 45999. The IRS closes it only after all returns are filed and all taxes are paid.
At MyUSAService, dissolution including the closing of the EIN account costs $348 in Florida or Wyoming and $1,077 in Delaware, including the current year's tax (prices as of October 2026).

Table of contents

Closing a business in the U.S.: what it takes
Why stopping activity is not enough
The order that matters when you close from abroad
Steps to close a U.S. LLC
State filing fees to close an LLC
The final tax year
Closing the EIN account
If the state already dissolved your LLC
Merging or converting instead of closing
Common mistakes
What it costs with MyUSAService
Frequently asked questions

Many founders abroad ask how to close their LLC when the project is over. They stop sales, maybe close the bank account, and expect the company to fade away. It does not. The LLC exists until the state records the dissolution, and so do its obligations.

Closing a business in the U.S.: what it takes

Closing a business in the U.S. takes three separate steps: the dissolution filed with the state, the final federal return, and a letter that closes the IRS business account. For an LLC, the state filing costs $25 in Florida, $60 in Wyoming and $200 in Delaware, and a foreign-owned single-member LLC that skips its final Form 5472 risks a $25,000 penalty.

This guide covers the order, the state fees in Florida, Wyoming and Delaware, and what to do if the state has already dissolved your LLC. Corporations follow similar steps, noted where they differ.

Why stopping activity is not enough

A U.S. LLC keeps its state obligations until you file the dissolution and the state accepts it. No sales and no bank activity do not change that.

State annual reports and taxes keep coming due, as listed in our guide to annual compliance requirements.
According to the Delaware Division of Corporations, a Delaware LLC pays an annual tax of $400, due June 1. A late payment adds a $200 penalty plus 1.5% interest per month.
A California LLC owes its $800 annual tax every year until it is cancelled, according to the California Franchise Tax Board.
Missed state filings lead to penalties and, in the end, administrative dissolution. An administratively dissolved LLC is not the same as a properly closed one. See what to do if the state already dissolved your LLC.

IRS filing obligations also continue as long as the LLC exists and has reportable transactions.

The order that matters when you close from abroad

Close the company in this order: state fees first, state dissolution next, then the final IRS return, the IRS letter, and the bank account last. The order matters because each step depends on the one before.

Pay overdue state fees and annual reports. The Wyoming Secretary of State accepts Articles of Dissolution only if the LLC is active and in good standing.
Sign the dissolution decision. Follow your operating agreement. A single-member LLC can record the decision in a short written consent signed by the owner.
Settle debts and collect what you are owed. Pay suppliers and service providers. Collect open invoices.
File the dissolution with the Secretary of State. The name and fee depend on the state.
File the final federal return. For a foreign-owned single-member LLC, that is Form 5472 with a pro forma Form 1120.
Mail the letter to close the IRS business account. The IRS does not close the account before all returns are filed.
Close the bank account and cancel the registered agent. Keep both until fees are paid and the state confirms the dissolution.
Keep your records. The IRS lists record keeping as the last step of closing a business.

This order is for a foreign-owned single-member LLC. A multi-member LLC files a final Form 1065 at step 5.

Steps to close a U.S. LLC

These are the steps in detail. They apply to LLCs and, with the differences noted, to corporations.

Decide and document the decision. Members approve the dissolution according to the operating agreement. A corporation’s shareholders approve it according to the bylaws. Keep the signed decision.
Settle debts and obligations. Pay suppliers, lenders and any taxes due. Collect what the company is owed.
Notify the people involved. Creditors, employees, contractors and clients.
File the dissolution with the state. The document is usually called Articles of Dissolution or Certificate of Cancellation, depending on the state and the entity. Some states require all annual taxes and reports to be paid and filed before they accept it.
Withdraw from other states. If the company was registered to do business in other states, file a withdrawal there too.
File the final federal returns. See the final tax year.
Close the IRS business account. After the final returns.
Close bank and payment accounts, licenses and registrations. Cancel business licenses, sales tax registrations and subscriptions tied to the company. Read more about U.S. business bank accounts for non-residents.
Cancel the registered agent service. Do it after the state confirms the dissolution, because state notices go to the agent. See what a registered agent does.
Keep the records. The IRS lists record retention as the last step of closing a business.

A corporation also files Form 966, Corporate Dissolution or Liquidation, if it adopts a resolution or plan to dissolve, according to the IRS.

State filing fees to close an LLC

The state filing to close an LLC costs $25 in Florida, $60 in Wyoming and $200 in Delaware, before any overdue fees or taxes.

State filing fees to close an LLC

State	Filing to close the LLC	State fee	What the state requires first	State processing time	If the state dissolved it
Florida	Articles of Dissolution	$25	Not specified on the filing page	Posts on Sunbiz in 2 to 3 business days	Reinstatement: $100 plus the annual report fee for each year
Wyoming	Articles of Dissolution	$60	LLC active and in good standing	Up to 15 business days	Reinstatement within 2 years: $100 plus each delinquent annual report fee
Delaware	Certificate of Cancellation	$200	All annual taxes paid ($400 per year)	Not stated by the state	Check with the Delaware Division of Corporations

State fees as of October 2026, for domestic single-member LLCs. They do not include overdue fees, penalties, certified copies or service provider fees.

In Florida, a certified copy of the Articles of Dissolution costs $30 more, according to the Florida Division of Corporations.

Other states use different forms and fees. Check the Secretary of State website of your state before you file.

The final tax year

Your LLC files a final federal return for the year it closes. For a foreign-owned single-member LLC, that is Form 5472 attached to a pro forma Form 1120.

Foreign-owned single-member LLC

According to the IRS instructions for Form 5472, a foreign-owned single-member LLC reports transactions with its owner in Part V. These include amounts paid or received in connection with the formation, dissolution, acquisition and disposition of the entity, including contributions and distributions. You describe them on an attached statement.

The final year usually has such transactions: the state fee for the dissolution, the last payments, and the money left in the account that goes back to you. Our guide to inactive LLC tax returns explains which transactions trigger Form 5472 in a year with no revenue.

How to file it, according to the same instructions:

On the pro forma Form 1120, only the name, the address and items B and E on the first page are required.
Write “Foreign-owned U.S. DE” across the top of Form 1120.
You cannot file it electronically. Fax it to 855-887-7737 or mail it to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201.
It is due by the due date of Form 1120, including extensions. You can request an extension with Form 7004 by the regular due date.

The penalty for not filing Form 5472 is $25,000. If the failure continues for more than 90 days after an IRS notice, an additional $25,000 applies for each 30-day period. A substantially incomplete form counts as not filed. All due dates are in our calendar of IRS filing deadlines for foreign-owned companies.

Multi-member LLC and corporation

Multi-member LLC taxed as a partnership: a final Form 1065. Check the “final return” box and the “final K-1” box on each Schedule K-1.
Corporation: a final Form 1120, with the “final return” box checked.

If the company had employees or paid contractors, final payroll returns and information returns are also due.

The exact treatment of your last-year transactions is a question for a tax professional. MyUSAService prepares the final Form 5472 and pro forma Form 1120 filing as a separate service.

Closing the EIN account

An EIN is permanent: it is never cancelled or reassigned to another business. What you close is the IRS business account linked to it. The IRS asks for a letter that includes:

The complete legal name of the business.
The EIN.
The business address.
The reason for closing the account.

If you kept the notice the IRS sent when it assigned the EIN, enclose a copy. The letter goes to the Internal Revenue Service, Cincinnati, OH 45999.

The IRS closes the account only after all necessary returns have been filed and all taxes owed have been paid. Send the letter after the final return, not before.

If the state already dissolved your LLC

An administrative dissolution ends your LLC’s good standing, but it does not file your IRS returns or close your IRS business account. You still have two decisions to make: one with the state and one with the IRS.

Reinstate or let it go?

Wyoming: you can apply for reinstatement within 2 years after the dissolution, according to the Wyoming Secretary of State. The fee is $100 plus each delinquent annual report fee.
Florida: LLC reinstatement costs $100 plus the annual report fee for each year, according to the Florida Division of Corporations.
Delaware and other states: rules and fees differ. Check with the state before you decide.

Reinstating and then dissolving gives you a clean closing on the state record. If you file late reports, our guide explains how to file a missed annual report.

What still applies at the IRS

Form 5472 obligations depend on reportable transactions, not on the LLC’s status with the state. If you paid state fees or a registered agent for the LLC in past years, those years may still require a filing.

Relief options for late Form 5472 filings exist in some cases, but they need documentation and professional handling. Ask a tax professional to check which years need a filing before you choose.

Merging or converting instead of closing

Sometimes the right move is not closing but merging with another company or converting to a different entity type, for example from an LLC to a corporation. Both are handled under state law, with their own filings, and both can have tax consequences: see our comparison of LLC and corporation tax implications. Bringing in a new owner is a different case, covered in how to add a member to an LLC. Get legal and tax advice before choosing this path.

Common mistakes

Stopping activity without dissolving, and receiving state bills and penalties years later.
Dissolving with the state but skipping the final federal returns.
Forgetting Form 5472 for the final year of a foreign-owned single-member LLC.
Closing the bank account before state fees, the registered agent and the tax preparer are paid.
Sending the letter to close the IRS business account before the final return.
Waiting more than 2 years to reinstate a Wyoming LLC that the state dissolved.
Forgetting registrations in other states.

What it costs with MyUSAService

MyUSAService handles the state dissolution and the closing of the EIN account with the IRS for LLCs in Florida, Wyoming and Delaware. Prices as of October 2026:

State	Price	Estimated time
Florida	$348	30 business days
Wyoming	$348	30 days plus mailing
Delaware	$1,077, including the current year’s franchise tax	5 to 7 days

To order, you need the Articles of Organization and the EIN. The final tax return is a separate service. See our LLC dissolution service for Florida, Wyoming and Delaware.

Frequently asked questions

What are the steps to close my LLC from abroad?

Pay overdue state fees, approve the dissolution in writing, settle debts, and file the dissolution with the Secretary of State. Then file the final federal return, which for a foreign-owned single-member LLC is Form 5472 with a pro forma Form 1120. After that, send the IRS a letter to close the business account. Close the bank account and cancel the registered agent last.

Do I need to dissolve my LLC if I never used it?

Yes. An unused LLC still exists until it is dissolved, and state taxes and reports keep coming due. A California LLC, for example, owes $800 a year until it is cancelled. A Delaware LLC owes an annual tax of $400 every year it is active.

What happens if I do not dissolve my LLC properly?

State fees and penalties keep accumulating, and the state may dissolve the LLC administratively. In Delaware, a late annual tax adds a $200 penalty plus 1.5% interest per month. Administrative dissolution does not end IRS obligations: Form 5472 may still be due for years with reportable transactions, and the IRS business account stays open.

Can I close my EIN?

The EIN itself stays assigned to your business permanently. You can close the IRS business account linked to it by letter to Internal Revenue Service, Cincinnati, OH 45999. The IRS closes it once all returns are filed and all taxes are paid.

Do I have to file taxes for the year I close the company?

Yes. The IRS requires a final return for the year the business closes. For a foreign-owned single-member LLC, the dissolution itself is usually a reportable transaction on Form 5472, filed with a pro forma Form 1120. The penalty for not filing Form 5472 is $25,000.

How much does it cost to dissolve an LLC in Wyoming, Florida or Delaware?

State filing fees are $25 for Florida Articles of Dissolution, $60 for Wyoming Articles of Dissolution and $200 for a Delaware Certificate of Cancellation. Overdue annual reports or taxes must usually be paid first. Delaware requires all annual taxes to be paid before it accepts the cancellation. Service provider fees and the final federal return are extra.

My LLC was administratively dissolved. Can I still close it properly?

Yes, in most cases. You can reinstate it and then dissolve it, or leave it dissolved and still file the missing federal returns. Wyoming allows reinstatement within 2 years, for $100 plus each delinquent annual report fee. Either way, the IRS business account stays open until you file all returns and send the closing letter.

Should I close my U.S. bank account before or after dissolving the LLC?

After. Keep the account open until state fees, the registered agent and the final tax return are paid. Your bank may ask for the dissolution document to close the account. The money left in the account goes to you as the owner, and for a foreign-owned single-member LLC that distribution is reportable on Form 5472.

Where do I send the letter to close my IRS business account?

Mail it to Internal Revenue Service, Cincinnati, OH 45999. Include the complete legal name of the LLC, the EIN, the business address and the reason for closing. Enclose a copy of the EIN assignment notice if you kept it. The IRS closes the account only after all returns are filed and all taxes owed are paid.

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First published May 16, 2025. This article is general information, not tax advice for your situation. Company dissolution | Book a free call