How to Close a US LLC as a Non-Resident

The order matters

1. Members agree to dissolve, in the manner the operating agreement requires. Record it in writing.
2. Settle what the company owes — creditors first, then any distribution to members. Distributing before creditors are paid can make members personally exposed.
3. Bring state filings current. Most states will not accept a dissolution from a company that is not in good standing, so an outstanding annual report has to be filed before you can close.
4. File Articles of Dissolution with the Secretary of State. This is the step that actually ends the company.
5. File a final federal return, marked final — the pro-forma 1120 with Form 5472, or Form 1065, for the part-year.
6. Close the bank accounts and cancel the registered agent, in that order and only after the dissolution is filed.

What happens if you just stop

• State fees keep accruing, with penalties. Delaware’s flat annual tax accrues on a dormant company exactly as on a trading one.
• Federal filings stay due. The Form 5472 obligation continues while the entity exists, at $25,000 a year for missing it.
• Administrative dissolution is not the same as closing. The state removing you for non-filing does not settle what is owed, and it leaves a bad record rather than a clean one.
• It follows you. The mess surfaces when you form another company, apply for a bank account, or someone runs a search on your name.

Your EIN

An EIN is never reused or reassigned. You cannot cancel the number itself; you close the business account associated with it by writing to the IRS, and the number is retired to your company permanently.

Do this properly, because an EIN with an open account and no returns being filed is precisely the pattern that generates notices — sent to an address you have stopped watching.

We handle dissolutions, including for companies several years behind. See dissolution, amendments and reactivation.