How to Close a Foreign-Owned US LLC - State Dissolution, Final Form 5472 and the EIN

Closing a US LLC you own from abroad is three separate jobs, handled by three different offices:

1. The state dissolves the LLC when you file Articles of Dissolution (Wyoming, $60) or a Certificate of Cancellation (Delaware, $220 plus the annual tax due).
2. The IRS receives a final Form 5472 with a pro forma Form 1120, marked "Final return", for the period up to the dissolution.
3. The EIN is cancelled and the IRS account behind it closed by letter, once every return has been filed.

Skip one and the LLC is not really closed. The most common trap is letting the state dissolve it for unpaid fees: that ends nothing with the IRS.

In short:

• Wind the LLC up first: pay what it owes, collect what it is owed, and transfer what is left to you.
• Wyoming: Articles of Dissolution, $60 filing fee. Delaware: Certificate of Cancellation, $220, "plus annual taxes to cancel" ($400 per year, owed if the LLC was active at any time in the year).
• IRS: a final pro forma Form 1120 with Form 5472. Check item E(2) "Final return" and report the final distribution to you in Part V. To be safe, file by the 15th day of the 4th month after the dissolution.
• EIN: the number stays permanently tied to the LLC. You ask the IRS by letter to cancel it and close the business account, which it does only once every required return is filed.
• A state's administrative dissolution for unpaid fees does not close anything with the IRS.

Before you file anything: wind the LLC up

Dissolving an LLC is the end of a process, not the start. Wyoming law describes it: a dissolved LLC "continues after dissolution only for the purpose of winding up", and in winding up it "shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company" (Wyoming statutes, section 17-29-702).

In practice:

• Stop selling and cancel subscriptions, marketplace accounts and payment processors in the LLC's name.
• Pay the last bills, including your registered agent up to the dissolution date and any state fees due.
• Collect what is owed to the LLC.
• Move the remaining money to yourself. That final transfer is a distribution, and it goes in Part V of the final Form 5472.
• Keep the records: bank statements, the closing balance sheet and every document filed. The IRS can still ask questions after the LLC is gone.

Step 1: dissolve the LLC with the state

Sources: the Wyoming Secretary of State fee schedule (revised June 2026) lists "Amendment/Dissolution/Any Other Filing" at $60 for LLCs. The Delaware Division of Corporations fee schedule (revised August 1, 2026) lists "Cancellation - domestic (plus annual taxes to cancel)" at $220. Delaware adds that annual taxes "are assessed if the entity is active in the records of the Division of Corporations anytime during January 1st through December 31st of the current tax year", with no proration.

Your registered agent can usually file the document for you. Ask for the filed, stamped copy: it proves the date of dissolution.

Step 2: file the final Form 5472 and pro forma Form 1120

Until the LLC is closed, a single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 for every year with a reportable transaction. Closing creates one last such year.

• What to file: the pro forma Form 1120 (name, address, item B and item E, with "Foreign-owned U.S. DE" written across the top) and Form 5472, exactly as in a normal year. Our line-by-line Form 5472 guide covers every box.
• Mark it final: check item E(2) "Final return" on the pro forma Form 1120.
• Report the closing transactions: the Form 5472 instructions list, among the Part V transactions of a foreign-owned U.S. DE, amounts paid or received "in connection with the formation, dissolution, acquisition, and disposition of the entity". The money you take out when you close the LLC goes there, in the attached Part V statement.
• When: the Instructions for Form 1120 say "A corporation that has dissolved must generally file by the 15th day of the 4th month after the date it dissolved." The IRS has not said whether this rule applies to a pro forma return, and the Form 5472 instructions tie a foreign-owned DE to its owner's tax year (usually the calendar year). The safe course is to file by the 15th day of the 4th month after dissolution: an LLC dissolved on June 30, 2027 would file by October 15, 2027 rather than wait for April 15, 2028.
• How: by fax to 855-887-7737 or by mail to the IRS PIN Unit in Ogden, Utah. A foreign-owned U.S. DE cannot e-file Form 5472.

Any year still missing before the final one has to be filed too. The IRS will not close the account while returns are outstanding, and the $25,000 penalty for a missing Form 5472 does not disappear because the LLC is gone. Our catch-up guide explains how to file late years.

Step 3: close the IRS account behind the EIN

An EIN is assigned for good and is never given to another business. What the IRS calls cancelling it means closing the business account behind it. Its "Closing a business" page sets out how, under the heading "Cancel your EIN and close your IRS business account".

Send a letter that includes:

• "The complete legal name of the business"
• "The business EIN"
• "The business address"
• "The reason you wish to close the account"

Enclose a copy of the EIN assignment notice if you still have it, and mail the letter to Internal Revenue Service, Cincinnati, OH 45999. The IRS states: "We cannot close your business account until you have filed all necessary returns and paid all taxes owed." Send the letter after the final Form 5472 has gone in.

What closing does not settle

• Your own taxes. If you filed Form 1040-NR because the LLC had income effectively connected with a US business, you file for the last year too.
• Your home country. Closing the LLC and taking its money out can have tax consequences where you live, for example in France or Switzerland. Ask a local adviser before the final distribution.
• Bank and platforms. Close the US bank account only after the last payments have cleared, and keep its final statements.

Administrative dissolution is not a closure

If you simply stop paying, Wyoming will declare the LLC "defunct" about 60 days after its notice, and Delaware eventually cancels an LLC whose annual taxes stay unpaid. That ends the LLC's standing with the state. It does not file a final Form 5472, and it does not close the IRS account. The years before the dissolution still need their returns, and the $25,000 penalty can still apply to them. If this already happened, the clean way out is usually to reinstate or properly close the LLC and file what is missing; our Good Standing / Reinstatement Rescue bundle covers the state side.

Checklist

• Wind up: last bills paid, last receipts collected, final distribution to you.
• State: Articles of Dissolution (Wyoming, $60) or Certificate of Cancellation (Delaware, $220 plus annual taxes). Keep the stamped copy.
• Every earlier year filed (Form 5472 + pro forma 1120 for each year with a reportable transaction).
• Final pro forma Form 1120 + Form 5472: item E(2) "Final return", final distribution in Part V, filed, to be safe, by the 15th day of the 4th month after dissolution.
• Letter to the IRS in Cincinnati to close the EIN account, after the final return.
• Bank account, registered agent and platforms closed; records kept.
• Home-country tax consequences checked with a local adviser.

Official resources

• IRS, Closing a business
• IRS, Instructions for Form 1120
• IRS, Instructions for Form 5472
• Wyoming Secretary of State, fee schedule (PDF)
• Delaware Division of Corporations, fee schedule

Frequently asked questions

Can I just stop paying the state and let the LLC die?

The state will eventually dissolve it, but that does not file your final Form 5472 or close the IRS account, and missing Forms 5472 for earlier years keep their $25,000 penalty exposure. A proper dissolution plus a final return is cheaper than a penalty.

Do I file Form 5472 for the year I close the LLC?

Yes, if the LLC had a reportable transaction with you that year, which is almost always the case because the final distribution of its money to you is one. Mark the pro forma Form 1120 as a final return.

When is the final Form 5472 due?

To be safe, file by the 15th day of the 4th month after dissolution, the rule the Form 1120 instructions set for dissolved corporations. Do not count on the next April 15.

Can I cancel my EIN?

Yes, in the IRS's sense: you send the letter described above to "cancel your EIN and close your IRS business account". The number itself stays permanently tied to the LLC and is never given to another business, but the account behind it is closed once all required returns are filed and taxes paid.

How much does it cost to close a Wyoming LLC?

The state fee for Articles of Dissolution is $60, plus any annual report already due. Add your registered agent's fee if it files for you, and the cost of preparing the final Form 5472.