How to Dissolve & Close a US LLC Legally (Articles of Cancellation & IRS Closure)
A step-by-step legal dissolution roadmap masterclass 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.
Formal written consent to dissolve approved by LLC owners.
Pay off vendor invoices and liquidate bank account balances via final Owner's Draw wire.
File Articles of Dissolution with Secretary of State (Wyoming $60 / Delaware $200).
Mark "Final Return" on Form 5472 and mail EIN account cancellation letter to IRS.
Table of Contents
- 1. Why You Must Dissolve Legally (Risks of Abandonment)
- 2. State Filings: Wyoming ($60) vs Delaware ($200)
- 3. Comprehensive State LLC Dissolution Comparison Matrix
- 4. Closing Mercury & Relay Business Bank Accounts
- 5. Submitting Final IRS Form 5472 & 1120 Returns
- 6. How to Close Your IRS EIN Business Tax Account
- 7. Frequently Asked Questions
1. Why You Must Dissolve Legally (Risks of Abandonment)
Simply walking away from a foreign-owned US LLC without formal legal dissolution is a dangerous mistake.
When an LLC is abandoned, the Secretary of State assesses escalating annual report penalties and late fees. More critically, the IRS continues to expect annual Form 5472 tax filings. Failing to file Form 5472 triggers automatic $25,000 late filing penalties year after year, exposing foreign owners to federal tax debt and permanent US banking bans.
2. State Filings: Wyoming ($60) vs Delaware ($200)
Closing an LLC requires filing statutory dissolution forms with the Secretary of State:
Wyoming LLC Dissolution ($60 State Fee)
Submit Articles of Dissolution to the Wyoming Secretary of State along with the official $60 filing fee. All annual state reports must be paid up to date prior to filing.
Delaware LLC Cancellation ($200 State Fee)
Submit a Certificate of Cancellation under 6 Del. C. § 18-203 to the Delaware Division of Corporations with the mandatory $200 filing fee, ensuring all past annual franchise taxes ($300/yr) are settled.
3. Comprehensive State LLC Dissolution Comparison Matrix
Detailed side-by-side comparative analysis of state dissolution procedures:
| Incorporation State | Dissolution Document | State Filing Fee | Good Standing Requirement |
|---|---|---|---|
| Wyoming | Articles of Dissolution | $60 State Fee | Annual Reports Paid Up to Date |
| Delaware | Certificate of Cancellation | $200 State Fee | Franchise Taxes Fully Paid ($300/yr) |
| Florida | Articles of Dissolution | $25 State Fee | Annual Reports Settled |
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.
4. Closing Mercury & Relay Business Bank Accounts
Before filing Articles of Dissolution with the state:
- Liquidate Funds: Transfer all remaining corporate bank balances to your personal foreign bank account as a final Owner's Draw wire transfer.
- Download Records: Download all historical PDF monthly bank statements and transaction CSVs for 6-year tax record retention.
- Account Closure: Formally notify Mercury or Relay support to close your commercial account.
5. Submitting Final IRS Form 5472 & 1120 Returns
On your final Form 1120 pro-forma and Form 5472 submission for the year of dissolution, you MUST check the box marked "Final Return" (Form 1120 Page 1, Box E / Form 5472 Part I, Box 1b).
This informs the Internal Revenue Service that your LLC has ceased operations, closing out your federal tax reporting obligations.
6. How to Close Your IRS EIN Business Tax Account
To officially deactivate your Employer Identification Number (EIN), send a formal written cancellation request letter to:
MS 6273, Cincinnati, OH 45999 USA
Include your full company name, EIN number, US business address, reason for closing, and attach a copy of your original IRS CP575 notice along with your approved state Articles of Dissolution certificate.
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 handled by ADVAQ.