For non-US owners of single-member US LLCs
Close Your US LLC Properly, From Anywhere
Cancelling the LLC with the state does not close it with the IRS. A foreign-owned LLC usually still owes a final Form 5472 with a pro forma Form 1120, sometimes missed earlier years, and a letter to deactivate its EIN. Gurleen Kaur, CPA licensed in British Columbia and Washington State, handles the federal side as one fixed-fee job, from US$425.
Quick answer
What do I need to file to close a foreign-owned US LLC?
Usually three things. First, a final-year Form 5472 with a pro forma Form 1120, because putting money in, taking it out and winding up are reportable transactions for a foreign-owned single-member LLC. Second, any earlier years that were missed, filed late with a reasonable-cause statement. Third, once the returns are in, a letter asking the IRS to deactivate the EIN; the IRS says it cannot cancel an EIN and will only deactivate it after all outstanding returns are filed (IRS). On the state side, the LLC files its cancellation or dissolution and pays any taxes due for the year. Our fixed fee for the federal side starts at US$425 for the final year, EIN closure included.
Prices
State cancellation fees and any state taxes are paid by you, at cost. You get a written scope and fixed fee before we start.
| What you need | Fee | Includes |
|---|---|---|
| Final year (the year you close) | US$425 | Final Form 5472 and pro forma Form 1120, reportable-transaction schedule, filing by fax or mail with proof, and the letter to deactivate the EIN |
| First missed year | US$425 | Form 5472 and pro forma Form 1120 for the missed year, reasonable-cause statement included, plus the BE-13 Claim if it was missed |
| Each additional missed year | US$400 | The same, for each further year |
| IRS representation option (per year) | US$550 | Instead of US$425: adds Form 2848, an IRS account check, and our responses to IRS letters and penalty notices for that year, including a reasonable-cause penalty abatement request. Appeals and Tax Court are quoted separately. |
How closing works
- Check what is missing. We review formation papers, bank statements and any IRS letters to see which years need Form 5472 and whether a BE-13 was missed.
- Close the bank account. Move the last balance to yourself and close the account, so the final return can report the last distribution.
- Cancel with the state. File the certificate of cancellation or articles of dissolution and pay what the state requires for the year (state fees paid by you).
- File missed years. Late years go in with a reasonable-cause statement under the IRS delinquent international information return procedures where you qualify. The IRS says penalties may still be assessed, so the IRS representation option puts us on record to answer any notice. See Form 5472 penalties explained.
- File the final year. The final Form 5472 and pro forma Form 1120 are generally due by the 15th day of the 4th month after the LLC dissolves (Form 1120 instructions). It cannot be e-filed, so we fax or mail it to the dedicated IRS address.
- Deactivate the EIN. After the returns are filed, we send the IRS the letter it asks for: EIN, legal name, address, the EIN assignment notice if you have it, and the reason (IRS).
Delaware LLCs
Delaware assesses its LLC annual tax (US$400) for any year the LLC is active in the Division of Corporations' records, and there is no proration (Delaware Division of Corporations). Plan the cancellation date with that in mind, and pay what is due when you cancel. See Delaware in our state fees guide.
Example
A Canadian resident formed a Delaware LLC, opened a US bank account, put in a few thousand dollars and never built the business. The LLC was cancelled with Delaware the following year, and no Form 5472 had been filed. We filed the first year late with a reasonable-cause statement and the BE-13 Claim, then the final year with the closing distribution, and sent the EIN deactivation letter. Two years filed, one fixed fee, and the owner has the fax confirmations and IRS letters in the client portal. (An illustration of a typical case, not a specific client.)
Before you start
Please do not email documents. Once you accept the quote, you get an invite to our secure client portal to upload formation and cancellation papers, the EIN letter and bank statements. For every year an LLC stays open, see our annual compliance package; for state-by-state yearly costs, see US LLC annual fees by state.
Common questions
If the state has cancelled my LLC, am I done with the IRS?
No. State cancellation does not file IRS returns. A foreign-owned single-member LLC generally still needs a final Form 5472 with a pro forma Form 1120, and any missed earlier years, before the IRS will deactivate its EIN.
How much does it cost to close my LLC with you?
The final year is US$425, including the EIN deactivation letter. A missed year is US$425 for the first and US$400 for each additional one, or US$550 per year with IRS representation. State fees are paid by you.
When is the final return due?
Generally by the 15th day of the 4th month after the LLC dissolves, following the Form 1120 rules for a dissolved corporation. For example, an LLC that dissolved in September would generally file by January 15.
Can the IRS cancel my EIN?
The IRS says it cannot cancel an EIN but can deactivate it, and only after all outstanding returns are filed and taxes paid. We send the deactivation letter after the final return.
I never filed Form 5472. Will I get a penalty?
The penalty for not filing is US$25,000. Late filings with a reasonable-cause statement can be made under the IRS delinquent procedures, but the IRS says penalties may still be assessed. The IRS representation option includes Form 2848 and our responses to IRS letters and penalty notices for that year.
Do I need to file a BE-13 if the LLC is closing?
If the LLC was formed with a foreign owner of 10% or more and never filed the BE-13 Claim for Exemption, we file it late as part of the missed-year filing.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- IRS: Instructions for Form 5472
- IRS: Instructions for Form 1120 (when to file, dissolved corporations)
- IRS: Canceling an EIN (deactivating the account)
- IRS: Closing a business
- IRS: Delinquent international information return submission procedures
- Delaware Division of Corporations: LLC annual tax instructions
- 15 CFR 801.7: rules for the BE-13 survey (eCFR)
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated October 29, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: Guide to closing a foreign-owned LLC, Form 5472 filing service, Form 5472 penalties, Late Form 5472 and IRS notices, BE-13, Annual compliance package.
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