How to Close a Delaware LLC From Abroad: Certificate of Cancellation, Annual Tax, Final Form 5472

How do you close a Delaware LLC from abroad? You file a Certificate of Cancellation (6 Del. C. section 18-203) with the Delaware Division of Corporations. Delaware does not use the words "articles of dissolution" for LLCs; that is the Wyoming name. Before the Division can file the certificate, the annual tax for the year the cancellation takes effect must be paid (6 Del. C. section 18-1107). The filing fee on the Division's fee schedule, revised August 1, 2026, is $220. You do not need to be in the United States for any of it. The federal side is separate: a final Form 5472 with a pro forma Form 1120, then a letter to the IRS to close the business account behind the EIN.

This guide is the Delaware-specific version of our complete guide to closing a US LLC owned from abroad. It covers a single-member LLC formed in Delaware and owned by a non-US person, treated as a disregarded entity for US income tax. Facts were checked against the official texts listed at the end on November 15, 2026; fees are "as of November 2026".

Not legal or tax advice. This is general information based on the official sources listed at the end. Melya is a tax return preparation firm, not a law firm, and prepares forms for your signature; it does not represent you before the IRS. Closing a company and taking money out of it can also have tax effects in the country where the owner lives; this guide does not cover any country's rules. Ask an adviser there before the final distribution, not after.

In short:

• The state document is the Certificate of Cancellation. Fee: $220 (the form's cover letter and the fee schedule agree), plus any option you choose (certified copy $50, expedited service extra).
• The tax comes first. "The full amount of the annual tax for the calendar year in which the certificate becomes effective is due and payable before the filing of the certificate" (6 Del. C. section 18-1107(c)). There is no proration.
• Amount: the statute says $400 (see the Division's entity tax instructions). The Division's pages are not consistent, so read the amount on the payment screen or ask the Franchise Tax Section.
• Timing: the Division publishes no standard processing time.
• Federal: a Form 5472 with a pro forma Form 1120 if the LLC had a reportable transaction (money taken out on closing is normally one), sent by fax or mail only. Then the EIN letter, last.
• Keep the registered agent until the state filing is effective.

The order of the steps, with the cost and the delay of each

For the choice of state in the first place, see our Wyoming, Delaware and New Mexico comparison.

Step 1: check the status and the tax history

The Division's cover letter on the cancellation form says: "Before the Certificate can be filed, all taxes due to the State through the effective date of the cancellation must be paid." So first find out what is owed. Delaware's tax page for LLCs shows the amount due by file number before you pay. If earlier years went unpaid, the Division's tax instructions give the late rule: a $200 penalty plus interest of 1.5% a month on the tax and the penalty, with no proration. Our Delaware annual tax guide explains the amount, the June 1 due date and the penalty.

If you suspect the LLC has been behind for years, it may be in one of the paths described in LLC late, dormant or closing: which path. The Division also sells a status report with tax history; reading it before any payment is our suggestion, not a Division requirement.

Step 2: wind up the LLC first

Under 6 Del. C. section 18-203, a certificate of formation is canceled "upon the dissolution and the completion of winding up". A cancellation filed before the winding up is finished is the wrong order. Winding up means paying creditors, collecting what the LLC is owed and distributing what is left. Section 18-804(a) puts creditors first, "whether by payment or the making of reasonable provision for payment".

Unless the LLC agreement says otherwise, section 18-801 lets members who own more than two-thirds of the profits interest decide to dissolve. For a single-member LLC, that is the owner. A short written decision of the sole member is good practice; it also gives you a date for the IRS step below. We did not find a Delaware form requiring it.

Keep the bank account open until the state fees and the last bills have been paid, so the LLC can pay the state before any money leaves.

Step 3: pay the annual tax before the filing

This is the step people miss. The Delaware Code says the full year's tax is "due and payable before the filing of the certificate", and the Division's own form repeats the requirement. Three points follow from the texts:

1. Which year. It is the calendar year in which the certificate becomes effective. A cancellation filed in January 2027 owes the 2027 tax, even though the LLC did nothing in 2027. If any earlier year is unpaid, it must also be settled.
2. How much. Section 18-1107(b) sets the tax at $400 per LLC. As of our check, the Division's entity tax instructions page shows $400, while one answer in its FAQ still shows $300. We do not give the amount as certain: read the payment screen, or ask the Franchise Tax Section for a written figure before you pay.
3. Who to call. The Division's cover letter asks you to contact the Franchise Tax Section "prior to submitting the document for filing to determine the Annual Taxes due". The Division's contact page lists (302) 739-3073, option 3.

How to pay. The Division accepts card and ACH debit on its tax page; ACH is required for amounts over $5,000. Keep the receipt. Whether a third party (a preparer, for example) can pay with a card that is not the filer's is not documented in what we reviewed; ask the Division.

Step 4: sign and file the Certificate of Cancellation

The document. The Division's template, "Certificate of Cancellation of a Limited Liability Company" (rev. 08/2023), has two articles: the exact name of the LLC "as it appears in our records" and the date its certificate of formation was filed. Below them is the "Authorized Person" block with the signer's printed name. The Division calls the form "a template only"; section 18-203 also allows a future effective date and time.

Who signs. The form says it "must be signed by an authorized person of the limited liability company pursuant to Section 18-204". Under section 18-204, signing is an oath "under the penalties of perjury in the third degree" that the facts are true. Section 18-204(b) also allows signature by an agent "unless otherwise provided in a limited liability company agreement". For a single-member LLC owned from abroad, the owner or a person the owner has authorized signs.

Fees (schedule revised August 1, 2026).

The statute lists $180 in section 18-1105(a)(3). The schedule's note says its fee for a domestic LLC "equals filing fee plus municipality fee", and the cover letter on the form says $220. Use $220, and re-read the schedule the day you file.

Two ways to file.

• Online. The Division "strongly recommends" its Document Filing and Certificate Request Service, which creates the cover letter. The service runs Monday to Thursday 7:45 a.m. to 11:59 p.m. and Friday until 10:30 p.m. Eastern, and is closed on weekends and holidays. The card is not charged at submission but when the Division processes the order.
• By mail. Send the signed certificate with a cover letter (name, address and phone or e-mail of the filer) to Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901, with a check in US dollars from a US bank payable to "Delaware Secretary of State". The Division says cards are not accepted for mail or in-person filings.

We found no statement that the Division accepts a Certificate of Cancellation by fax, and its FAQ says no request can be returned by fax or e-mail.

How long does it take? The Division gives no standard time: regular work "varies based upon the volume of items received". You can call the Division to ask which date it is processing. Expedited options exist (same day and 24 hours for LLCs on the fee schedule), and they are paid extras. We do not promise a date.

After the cancellation. Section 18-203(c) says the Secretary of State "shall not issue a certificate of good standing" for a canceled LLC. If you need a certificate of good standing or an apostille, get it before the cancellation; see our guide on the certificate of good standing and apostille. We found no official source on reviving an LLC that was canceled voluntarily, so treat the cancellation as final.

Step 5: the final Form 5472 and pro forma Form 1120

The Delaware filing does nothing at the IRS. A single-member LLC wholly owned by a foreign person is, under the Form 5472 instructions, "treated as an entity separate from its owner and classified as a corporation" for the limited purposes of section 6038A. It files a Form 5472 attached to a pro forma Form 1120 when it had a reportable transaction. The Form 5472 instructions list, in Part V, "amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity". Money you take out when the LLC closes is therefore normally reportable. The IRS does not say that in so many words, and a closing year in which nothing was paid out and nothing else happened may fall under the exception; ask a preparer if in doubt.

• How to send it. A foreign-owned US disregarded entity "cannot file Form 5472 electronically". The Form 5472 instructions list fax (855-887-7737) or mail to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201. Keep the proof. Our fax and mailing guide has the details.
• Due date. The Form 1120 instructions apply: a corporation that has dissolved "must generally file by the 15th day of the 4th month after the date it dissolved". The IRS does not say how that applies to the pro forma return of an LLC or what "the date it dissolved" means for one. The grand guide explains the precaution we suggest; the LLC deadline calendar shows the regular dates.
• Missing earlier years. The IRS will not close the account while required returns are missing. See how to catch up on missed Forms 5472, and for the line-by-line entries, our Form 5472 guide.
• Penalty. The instructions state a $25,000 penalty for failing to file when due. Whether a penalty survives the dissolution is not addressed in the sources we reviewed.

Step 6: close the EIN account, last

The IRS says it "can't cancel" an EIN but "can deactivate it", and that it cannot close the business account "until you have filed all necessary returns and paid all taxes owed". The letter gives the complete legal name, the EIN, the business address and the reason; add a copy of the EIN notice if you have it (see the 147C letter if you need a proof of the number). The two IRS pages we read give different mailing addresses, and the grand guide's table compares them: check both on the day you write, and keep proof of mailing. Send the letter after the final return. Do not file Form 966, which is a corporation form; we found no source requiring it of a disregarded LLC.

What the Delaware route does not cover

• A registered agent that stops. A registered agent is required while the LLC exists (section 18-104(a)). Resigning first does not close the LLC; keep the agent until the cancellation is effective. If the agent's subscription lapsed, the Division may still list it, and we found no official source on what that changes.
• Other states. A Delaware cancellation ends the Delaware entity. If the LLC registered as a foreign LLC in another state, that state needs its own closing.
• More than one owner. Different federal forms apply; the grand guide explains the difference, and Melya's bundle has a two- and three-partner version.

Do it yourself: the Delaware cancellation, step by step

Follow this order and tick each box only when the step is done.

1. ☐ Find the LLC on the Division's name search; note its exact name, file number and formation date.
2. ☐ Order the Division's Online Status with tax and history ($20) to see the tax due.
3. ☐ Wind up: pay creditors or make reasonable provision for them (section 18-804(a)).
4. ☐ Call the Franchise Tax Section before filing to confirm the taxes due (form cover letter; contact page).
5. ☐ Pay every unpaid year plus the year of cancellation on the Division's tax page, and keep the receipt (tax instructions).
6. ☐ Re-read the fee schedule the day you file.
7. ☐ Have the authorized person sign the certificate (section 18-204), then file it online or by mail (filing guide).
8. ☐ Send the final Form 5472 with the pro forma Form 1120 by fax or mail, never electronically (Form 5472 instructions).
9. ☐ Send the EIN closing letter last (IRS, if you no longer need your EIN).
10. ☐ Archive the certificate, receipts and fax confirmation.

What to write on the Certificate of Cancellation

• Name of the LLC: exactly "as it appears in our records". Copy it from the Division's name search result.
• Date of filing of the Certificate of Formation: the formation date in that same result, or on your own Certificate of Formation.
• Then the printed name and signature of the Authorized Person.

Where to check what you just did

We found no official statement of how a canceled LLC appears in these tools; ask the Division if you need written proof.

How Melya can help

The LLC Closure bundle is $449 for a single-member LLC. State fees are extra and paid at cost: for Delaware, $220 plus the annual tax owed, and the exact figure is confirmed with the Division and sent to you in writing before any filing. The bundle includes a closing plan, the Certificate of Cancellation prepared and filed with the Division, a review of your earlier Form 5472 records, the final Form 5472 and pro forma Form 1120 prepared for your signature (sent to the IRS by fax, with the receipt kept), the EIN closing letter ready for you to sign and mail, and a closing file. Missing years are quoted separately. Melya holds a PTIN, does not represent you before the IRS and gives no legal advice or tax advice for your country of residence. You can do every step yourself with the sources below.

Frequently asked questions

Is it "articles of dissolution" in Delaware?

No. For an LLC, Delaware uses the Certificate of Cancellation under section 18-203. "Articles of Dissolution" is the Wyoming document, covered in our Wyoming closing guide.

Do I have to pay the annual tax to close a Delaware LLC?

Yes. The full tax for the calendar year in which the certificate becomes effective is due before the filing, and the Division's form says all taxes through the effective date must be paid first.

How much does it cost to close a Delaware LLC?

The official filing fee is $220, plus the annual tax (the statute says $400; confirm on the payment screen), plus options such as a certified copy ($50) or expedited service. Agent fees and preparation are separate.

How long does the cancellation take?

The Division publishes no standard time; it depends on volume and on errors. Expedited options exist for an added fee.

Can I close a Delaware LLC without a US address or SSN?

The Certificate of Cancellation asks for the LLC's name, its formation date and a signature; it asks for no SSN. Mail filings need a US-dollar check from a US bank, so online filing by card is the practical route from abroad. The IRS steps use the LLC's EIN.

Do I still file Form 5472 if I close the LLC?

If the LLC had a reportable transaction in the closing year, yes: a final Form 5472 with a pro forma Form 1120, by fax or mail. Money paid out on closing is normally one.

Related guides

• How to close a US LLC owned from abroad: the complete guide
• How to close a Wyoming LLC as a non-US owner
• Delaware LLC annual tax: amount, due date and penalty

Official sources

• Delaware Division of Corporations, Certificate of Cancellation of a Limited Liability Company (PDF), rev. 08/2023, with the Division's cover letter.
• Delaware Department of State, fee schedule revised August 1, 2026 (PDF).
• Delaware Division of Corporations, filing guide, FAQ, expedited services, alternative entity tax instructions and contact page.
• Delaware Code, 6 Del. C. section 18-104, sections 18-203 and 18-204; sections 18-801 to 18-804; sections 18-1105 to 18-1109.
• IRS, Instructions for Form 5472 and Instructions for Form 1120.
• IRS, Closing a business and If you no longer need your EIN.