Need to close your US LLC? The process is simpler than you think — but skipping steps creates ongoing tax and compliance obligations that follow you for years. Here's exactly how to do it properly.
WHY PROPER DISSOLUTION MATTERS
Simply stopping to use your LLC is not the same as dissolving it. An inactive LLC that has not been formally dissolved remains a legal entity in the eyes of the state and the IRS. This means annual report obligations continue, registered agent fees continue, and Form 5472 filing obligations continue — even if the LLC has zero activity.
An undissolved LLC can also accumulate late fees and penalties, and in some states, be administratively dissolved by the state — which can create complications if you ever want to use the LLC name again or if there are outstanding liabilities.
STEP 1: SETTLE ALL OUTSTANDING OBLIGATIONS
Before filing dissolution paperwork, ensure all debts are paid, all contracts are terminated or transferred, and all business accounts are closed. This includes paying any outstanding state fees, registered agent fees, and ensuring there are no pending legal matters.
STEP 2: FILE ARTICLES OF DISSOLUTION WITH THE STATE
Each state has its own dissolution procedure. In Wyoming, you file “Articles of Dissolution” with the Secretary of State. In New Mexico, you file “Articles of Termination.” In Delaware, you file a “Certificate of Cancellation.” The filing fee is typically $10–$100 depending on the state.
Once the state accepts your dissolution filing, the LLC ceases to exist as a legal entity in that state.
STEP 3: FILE YOUR FINAL TAX RETURN
For the year of dissolution, you must file a final Form 5472 (if there were any reportable transactions) and check the “final return” box. If your LLC had any US-source income, a final income tax return may also be required.
STEP 4: CLOSE YOUR EIN
You can request the IRS to close your LLC's EIN account by sending a letter to the IRS with your LLC name, EIN, and a statement that you want to close the account. The IRS will send a confirmation letter. Note: the EIN itself is never truly “cancelled” — it remains permanently associated with your LLC — but the account can be closed.
STEP 5: CLOSE ALL BUSINESS ACCOUNTS
Close your Mercury, Relay, or Wise Business account. Close your Stripe account. Cancel any subscriptions or services tied to the LLC. Retain all records for at least seven years.
Not legal or tax advice
This article is for educational purposes only. Tax and legal rules are highly fact-specific. Always consult a qualified US tax attorney or CPA before making decisions based on this information.
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