Why did you receive it?
The IRS sets filing requirements for each EIN, based on the EIN application, elections such as Form 8832 or 2553, and past filings. When an expected return does not arrive, a CP259 follows. Common causes include a single-member LLC whose EIN was set up as a partnership, a business that stopped trading without telling the IRS, an S corporation election that was not processed, or payroll returns expected after a business stopped paying wages. See EIN changes.
How should you respond?
Identify the form and period
Shown on the notice.
Decide whether a return was required
Based on the entity's classification and activity.
If required, file it
As soon as possible, with any tax due. See if your LLC never filed.
If not required, explain
Use the response form on the notice, stating the reason, with any supporting documents.
Fix the filing requirement
So the notices stop in future years.
Which explanations does the IRS accept?
| Situation | What to say |
|---|---|
| Single-member LLC, disregarded | Income reported on the owner's return; no partnership return is due |
| Return filed under a different EIN or name | Give the EIN, form and date filed |
| Business closed | Give the closing date; ask for the account to be closed |
| Never started trading | State that no business activity took place |
| Wrong form expected | Give the correct form and classification |
What about foreign-owned LLCs?
A foreign-owned single-member LLC is disregarded but still files Form 5472 with a pro forma Form 1120. A CP259 asking for a Form 1120 may therefore be partly right: the required filing is the pro forma return with Form 5472, not a full corporate return. Late Form 5472 filings carry penalties, so file promptly. See Form 5472.
What if you ignore it?
The IRS may prepare a substitute assessment, charge failure to file penalties, which for partnerships and S corporations are calculated per partner or shareholder per month, and send further notices. A short reply often closes the matter. See how to respond to an IRS notice.
Received a CP259?
We work out whether the return is really due, file it or send the IRS the right explanation, and correct the filing requirement on your EIN.
Questions people ask
What is a CP259 notice?
A notice that IRS records show a business return was due and has not been received.
What if my business did not need to file that return?
Reply using the response form, explaining why, for example that the LLC is disregarded or the business closed.
Why does the IRS think my LLC should file a partnership return?
Usually because of how the EIN was set up or an election on record. Explain the correct classification.
Does a foreign-owned LLC need to respond to a CP259?
Yes. It may need to file Form 5472 with a pro forma Form 1120.
Sources
Every fee, date and rule on this page was taken from these official and primary sources.
- IRS: Understanding your CP259 notice
- IRS: Instructions for Form 5472 (Rev. December 2024)
- IRS: Closing a business
Rules and fees change. If you are reading this long after October 1, 2026, confirm the figures with the source before you rely on them.
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This guide is general information. It is not tax or legal advice for your situation.