How to Close a Wyoming LLC as a Non-US Owner (From Abroad) - The Three Filings, in Order
Close a single-member Wyoming LLC owned by a non-US person: Articles of Dissolution ($60, mail only), the final Form 5472 with pro forma 1120, then the EIN letter.
Can a non-US owner close a Wyoming LLC from abroad? Yes. The Wyoming filing is mailed and the IRS filings go by fax or mail, so you do not need to be in the United States to send them. But closing is three separate filings with three different offices: the Wyoming Secretary of State (Articles of Dissolution, $60), the IRS (a final Form 5472 with a pro forma Form 1120, if the LLC had a reportable transaction), and the IRS again (a letter to close the EIN account, sent after the final return). Dissolving with the state does not close the other two.
This page is the short version for a single-member LLC formed in Wyoming and owned by a non-US person. The full detail, with Delaware and the other states, is in our complete guide to closing a US LLC from abroad.
Not legal or tax advice. This is general information based on the official sources listed below. It does not say whether you should dissolve, and it does not cover tax in your country of residence. For that, ask a local professional.
Step 0: wind up the LLC first
If the LLC has unpaid annual reports, the state's annual report guide explains the deadlines. Under the Wyoming LLC Act, a dissolved company continues "only for the purpose of winding up" and must pay its debts, settle its affairs and distribute its assets (section 17-29-702). The Articles of Dissolution form has you certify that you have "met all requirements for dissolution and winding up". Only the signer can judge whether that is true. Also check whether the LLC is registered in any other state: closing in Wyoming does not close that registration.
Step 1: the Wyoming Articles of Dissolution
| Form | "Limited Liability Company Articles of Dissolution" (LLC-ArticlesDissolution, revised June 2021) |
| Fee | $60.00 on the form and on the Secretary of State fee schedule revised June 2026 |
| How | By mail with payment. The form says "This form cannot be accepted via email" |
| Condition | The form's checklist says the entity must be "active and in good standing" |
| Processing | "Up to 15 business days following the date of receipt" |
| You receive | A copy of the filed record and a receipt (section 17-29-205(a)) |
What the form asks for: the exact LLC name as it appears in the state's records, a certification of compliance with section 17-29-701 and of your authority to dissolve, a signature, date, name, title, a contact person, a phone number and an email address. The signer states the information is accurate under penalty of perjury (section 17-29-207(c)).
Before you mail it. The form does not say whether the current year's annual report must be filed first when your anniversary month has arrived, and we found nothing on filing a dissolution when the LLC is already administratively dissolved. Ask the office before mailing: Business@wyo.gov. Wyoming also does not say in the sources we read whether a check from a non-US bank is accepted, so ask that too.
Your registered agent. The Wyoming Act requires an agent to be continuously maintained and the sources we read state no exception for dissolution. Ask your agent how and when to end the service once the dissolution is effective.
The optional extras. Expedited filing costs $700 (next business day) or $1,400 (same day) on top of the filing fee; see the Secretary of State's expedite instructions for how to ask. Certifications are $10 on the fee schedule, plus $0.50 a page for copies.
Step 2: the final Form 5472 and pro forma Form 1120
A single-member LLC wholly owned by a foreign person is a "foreign-owned U.S. disregarded entity". When it has a reportable transaction, it files Form 5472 attached to a pro forma Form 1120, in which only the name, address and items B and E are completed.
- Is one owed for the closing year? The trigger is a reportable transaction, not income. Part V of Form 5472 includes "amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity". A closing year in which the LLC pays you money will normally have a Part V item. The IRS does not say in so many words what a closing year with nothing reportable requires.
- The "Final return" box. The Form 1120 instructions say to check "Final return" if the corporation "will no longer exist". The IRS does not say in terms to do so for a foreign-owned DE, so that is a reading, not an instruction.
- How to send it. By fax (300 DPI or higher) to 855-887-7737, or by mail (see our fax and mailing address guide) to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201. "If you are a foreign-owned U.S. DE, you cannot file Form 5472 electronically." Write "Foreign-owned U.S. DE" across the top of the Form 1120.
- The due date is not clear. The Form 1120 instructions say a corporation that has dissolved "must generally file by the 15th day of the 4th month after the date it dissolved". Whether that applies to the pro forma return of a disregarded entity, and what "the date it dissolved" means for an LLC, the IRS pages do not say. We do not give a single date here. Read the due date section of the full guide before you plan, and do not wait for the IRS to clarify. If you need more time, see the Form 7004 extension guide.
- Penalty. The instructions state a $25,000 penalty for failing to file Form 5472 when due. They do not say whether it survives dissolution, so assume a missing return can still be penalized.
Step 3: close the EIN account
The IRS page "If you no longer need your EIN" says it "can't cancel" an EIN but can deactivate it, and the IRS will not close the business account until all required returns are filed and taxes paid. The request is a letter with the LLC's full legal name, the EIN, the address and the reason for closing, with a copy of the EIN assignment notice (CP 575 or 147C) if you have it. The IRS page "Closing a business" gives Internal Revenue Service, Cincinnati, OH 45999; the "If you no longer need your EIN" page gives other addresses (Kansas City MS 6055 or Ogden MS 6273 depending on the case). Read both pages on the day you send it. If you lost your EIN letter, see how to find a lost EIN. Send the letter after the final return is filed. We found no IRS figure for how long the IRS takes to respond.
Frequently asked questions
How do I dissolve a Wyoming LLC as a foreign owner?
Wind up the LLC, mail the Articles of Dissolution with the $60 fee to the Secretary of State, file the final Form 5472 with a pro forma Form 1120 by fax or mail if the LLC had a reportable transaction, then write to the IRS to close the EIN account. The steps above give the details and the sources.
Does a Wyoming LLC have to be dissolved by filing a form?
The statute says the company "may" file articles of dissolution, so the filing is optional under the Act. Letting an LLC lapse by not filing the annual report ends in administrative dissolution after a notice period, with reinstatement possible for a limited time. The IRS pages we reviewed do not say that a lapse closes the federal side, so a lapse is not the same as a closing.
Do I need a US address or a US bank account?
The Articles of Dissolution form asks for the LLC name, a certification, a signature, a contact person, a phone number and an email address. It does not ask for a US address for the signer. The form does not mention a bank account. Payment is the practical question: ask the Secretary of State whether your form of payment is accepted.
Do I still file Form 5472 if the LLC had no activity?
If there was no reportable transaction in the year, the exception applies. In a closing year, money you take out of the LLC can be a Part V item, so check before you assume there is nothing to file. Our Form 5472 guide explains the exception.
Do I need a BOI report to close?
No. US-formed LLCs are exempt from FinCEN's beneficial ownership reporting rule (see our BOI guide). Check fincen.gov/boi on the day you act.
What does it cost?
The Wyoming filing is $60. The LLC must be in good standing, so any past-due fee for the Wyoming annual report and $60 license tax is paid first (the license tax is at least $60 a year). The registered agent's fee, preparation of the final return and courier costs are not fixed.
How Melya can help
Melya prepares US tax filings for foreign owners of US LLCs. The LLC Closure bundle is $449, with the state fee extra at cost. It covers a closing plan, the Wyoming Articles of Dissolution prepared for your signature, a review of your earlier Form 5472 records, the final Form 5472 and pro forma Form 1120 prepared for your signature and sent by fax with a transmission receipt, and the EIN closure letter ready to sign. Melya is a PTIN tax return preparer. It does not represent you before the IRS, give legal advice, or advise on tax in your country of residence. Missing earlier years are quoted separately: see the late-year catch-up pack.
Official sources
- Wyoming Secretary of State, Articles of Dissolution form (PDF)
- Wyoming Secretary of State, fee schedule (PDF)
- Wyoming Secretary of State, business FAQ
- Wyoming Statutes, Title 17 (chapters 17-28 and 17-29)
- IRS, Instructions for Form 5472
- IRS, Instructions for Form 1120
- IRS, Closing a business
- IRS, If you no longer need your EIN
- FinCEN, Beneficial Ownership Information
Not sure which path fits? Catching up, reinstating or closing are three different fixes. The late, dormant or to close guide helps you choose.
Related reading: Closing a Delaware LLC from abroad
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