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How to close a US LLC: state, IRS and EIN steps

Leaving an LLC unused does not close it: state fees and annual reports keep piling up, and the Form 5472 obligation can continue. A proper wind-down happens in three places: the state registry, the IRS and the providers that work with your company.

Last reviewed: October 9, 2026

The order of steps

StepWhereNote
1. Wind down operationsAmazon, payment processors, suppliersCollect outstanding payouts, settle debts and close selling accounts
2. File the dissolution with the stateThe business registry of the state where the LLC was formedThe document name and fee vary by state
3. File the final federal returnIRSFinal pro forma 1120 + Form 5472, with the "Final return" box checked
4. Close the EIN accountIRSBy letter; all returns must be filed and all taxes paid
5. Close the bank account and servicesBank, registered agent, mail serviceAfter the state accepts the dissolution
6. Keep your records—Archive documents and correspondence

Dissolving with the state

Because an LLC is created under state law, it legally ends with a filing in that state. The document name differs by state: Wyoming uses "Articles of Dissolution," while Delaware LLCs file a "Certificate of Cancellation." For other states' forms, fees and requirements, use the state selector to find that state's official registry page.

  • On Wyoming's official form, the signer certifies that the LLC has completed its dissolution and winding up under state law.
  • In Delaware, taxes continue to accrue until a filing that formally ends the entity's existence is accepted. The LLC's annual tax is assessed if the entity is active in the state's records at any point during the calendar year.
  • Many states expect annual reports and fees to be current before a dissolution. A missing annual report can delay the filing.
  • If the LLC is also registered to do business in other states (foreign qualification), those registrations may need to be withdrawn separately.

The final pro forma 1120 and Form 5472

  • In the year it closes, a foreign-owned single-member LLC still files a pro forma Form 1120 with Form 5472 attached. Check the "Final return" box in item E of Form 1120 if the company will no longer exist.
  • Amounts related to the liquidation, such as distributing the remaining cash to the owner, are among the transactions reported on Form 5472.
  • As always, you file by the dedicated fax number (+1 855-887-7737) or the dedicated Ogden mailing address, not electronically.
  • Deadline: the IRS generally requires a dissolved corporation to file by the 15th day of the 4th month after the date it dissolved. Because a foreign-owned LLC uses its owner's US tax year or the calendar year, confirm the final-year deadline with your tax professional.
  • Form 966 is how an entity taxed as a corporation reports a plan to dissolve. Have your professional confirm whether it applies to a single-member LLC under the default classification.

The letter to close your EIN account

The IRS does not cancel an EIN once assigned; it is the entity's permanent federal taxpayer ID. It can, however, close the business account and deactivate the EIN.

  • Include the LLC's legal name, EIN, address, the reason for closing and, if you have it, a copy of the EIN assignment notice (CP 575).
  • The IRS page lists two addresses: Internal Revenue Service, MS 6055, Kansas City, MO 64108, and Internal Revenue Service, MS 6273, Ogden, UT 84201. It does not say which one to use in which case, so confirm before you send.
  • The IRS will not close the account until all required returns are filed and all taxes are paid. It therefore makes sense to send the letter after the final Form 5472.

Registered agent, bank and mail service

  • Your registered agent receives official notices from the state and the courts. Do not end that service before the state accepts the dissolution, or you may miss an important notice.
  • Once the dissolution is accepted, turn off auto-renewal for the registered agent and mail services.
  • Close the bank account after the final tax and state payments clear, and keep the closing statements.

Do you need to file a BOI report?

In an interim final rule in March 2025, FinCEN exempted companies formed in the US from beneficial ownership information (BOI) reporting. A final rule issued on August 11, 2026, and effective August 14, 2026, made that exemption permanent. An LLC that a Türkiye resident forms in a state such as Wyoming or Delaware is a US company, so it does not file a BOI report when it closes either.

The FinCEN page does not describe any separate dissolution requirement. Different rules apply to companies formed outside the US that have registered to do business in a US state.

When to involve a professional

If the LLC holds inventory, receivables or cash in its final year, the tax results can change, and any missing Form 5472 filings from earlier years may need to be addressed first. Before you start, we recommend consulting a licensed US tax professional (a CPA, an enrolled agent or a tax attorney) and, if needed, an attorney licensed in the relevant state.

Frequently asked questions

I don't use my LLC anymore. Won't it close on its own?

No. In many states, the state may administratively dissolve an LLC that stops filing annual reports, but that is not a clean closure: unpaid fees and federal obligations can remain. File the dissolution with the state yourself.

Will my EIN be canceled?

The IRS does not cancel an EIN; it is the entity's permanent number. When you write to the IRS, it closes the business account and deactivates the EIN, provided all returns are filed and all taxes are paid.

Do I need to file Form 5472 in the year I close?

Generally, yes. Check the "Final return" box on the final pro forma 1120 and report the liquidation amounts on Form 5472. Confirm the deadline with your tax professional.

Sources

This article is for general information only and is not legal, tax or financial advice. Rules and fees change; confirm with official sources and a qualified professional before you act.

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