How to Dissolve & Close a US LLC Legally (Articles of Cancellation & IRS Closure)
A step-by-step legal dissolution roadmap for foreign non-resident founders on state Articles of Dissolution, final IRS tax filings, Mercury/Relay bank account liquidations, and closing IRS EIN tax accounts.
- Member Resolution: Formal written consent to dissolve approved by LLC owners.
- Settle Business Debts: Pay off all vendor invoices and tax liabilities.
- Close US Bank Accounts: Liquidate balances via final Owner's Draw wire.
- File State Articles of Dissolution: Submit Articles of Cancellation with Secretary of State.
- Final IRS Filing & EIN Closure: Mark "Final Return" on Form 5472 and mail EIN cancellation letter to IRS.
Table of Contents
1. Why You Must Dissolve Legally (Risks of Abandonment)
Simply walking away from an active US LLC without formal dissolution is a dangerous mistake.
The state will continue to assess annual report fees and penalties. Furthermore, the IRS may continue issuing automatic $25,000 late penalties for unfiled Form 5472 tax returns until the entity is legally closed.
2. State Filings: Wyoming ($60) vs Delaware ($200)
File Articles of Dissolution with the Wyoming Secretary of State. State fee is $60. All annual reports must be current.
File a Certificate of Cancellation with Delaware Division of Corporations. State fee is $200 + all paid franchise taxes ($300/yr).
US LLC DISSOLUTION SERVICES
Dissolve Your US LLC Legally with ADVAQ
ADVAQ handles state Articles of Dissolution, final IRS Form 5472 returns, and IRS EIN account cancellation to protect your legal standing.
3. Closing Mercury & Relay Business Bank Accounts
Transfer remaining funds to your personal foreign bank account as a final Owner's Draw, download all historical PDF statements for 6-year tax records, and request official account closure from Mercury or Relay support.
4. Submitting Final IRS Form 5472 & 1120 Returns
On your final Form 1120 and Form 5472 filing for the year of dissolution, check the box marked "Final Return". This notifies the IRS that no future tax returns will be expected.
5. How to Close Your IRS EIN Business Tax Account
Mail a formal written notice to:
Internal Revenue Service
MS 6273, Cincinnati, OH 45999 USA
Include your full company name, EIN, US business address, reason for closure, and a copy of your IRS CP575 confirmation letter.
Frequently Asked Questions
US CORPORATE DISSOLUTION SOLUTIONS
Dissolve Your US LLC Safely with ADVAQ
State Articles of Dissolution, final IRS Form 5472 tax return preparation, and IRS EIN account cancellation.