Dormant US LLC: what you still have to file

Many LLCs are formed for a plan that stalls. Owners then assume an inactive company has nothing to file. Usually it does, and the state filings in particular keep coming. This guide sets out what a dormant LLC still owes, and when closing it is the better choice.

By Muhammad Bilal, Chartered Accountant. Reviewed by Hamza Fida, Chartered Accountant. Checked against official sources on . 2 minute read.

Short answer

An LLC with no activity still has filing requirements. At state level: its annual report or tax, such as Wyoming's $60 minimum or Delaware's $400, and a registered agent every year. Federal filings depend on its tax status. A foreign-owned single-member LLC files Form 5472 if anything passed between it and the owner, including the owner paying its fees. A C corporation files every year regardless.

At a glance

State annual report or tax
Still due in most states
Registered agent
Still required
Foreign-owned single-member LLC
Form 5472 if any transaction with the owner
Multi-member LLC
No Form 1065 if no income, deductions or credits
LLC taxed as a C corporation
Form 1120 every year
Sales tax or payroll accounts
Zero returns until closed
Dormant US LLC: what you still have to fileSteps: 1. File dissolution with the state; 2. File final returns; 3. Close tax accounts and the bank account.THE PROCESS AT A GLANCEDormant US LLC: what you still have to file1File dissolution with thestateWyoming, for example, charges $60 for adissolution filing2File final returnsMarked as final: the last Form 5472 andpro forma 1120, Form 1065 or corporatereturn, and state returns3Close tax accounts and thebank accountAnd cancel the registered agent afterdissolution is confirmedChecked against official sourcesTax BakersDormant US LLC: what you still have to fileSteps: 1. File dissolution with the state; 2. File final returns; 3. Close tax accounts and the bank account.THE PROCESS AT A GLANCEDormant US LLC: what you stillhave to file1File dissolution with the stateWyoming, for example, charges $60 for adissolution filing2File final returnsMarked as final: the last Form 5472 and proforma 1120, Form 1065 or corporate return,and state returns3Close tax accounts and the bankaccountAnd cancel the registered agent afterdissolution is confirmedChecked against official sourcesTax Bakers
The process at a glance: 1. File dissolution with the state; 2. File final returns; 3. Close tax accounts and the bank account.

What does the state still require?

State obligations do not depend on activity. A dormant LLC generally still has to:

  • file its annual report or pay its yearly tax, such as Wyoming's annual report with a $60 minimum license tax, Delaware's $400 annual LLC tax, or California's $800 minimum tax,
  • keep a registered agent in the state, and pay the agent's fee.

New Mexico is an exception for the annual report, but still requires a registered agent. Missing these leads to penalties and eventually dissolution by the state. See how much an LLC costs.

What does the IRS require?

Tax statusFederal filing when dormant
Single-member, US ownerNothing separate. The owner reports any income or expense on their own return
Single-member, foreign ownerForm 5472 with pro forma Form 1120 for any year with a reportable transaction with the owner
Multi-member (partnership)No Form 1065 for a year with no income, deductions, credits or expenditures
Taxed as a C corporationForm 1120 every year, even with no activity
Taxed as an S corporationForm 1120-S every year while the election is in force

Why do foreign-owned LLCs usually still file?

Because keeping even a dormant LLC alive costs money, and that money usually comes from the owner. If the owner pays the state fee or the registered agent on the LLC's behalf, or transfers money to cover them, that is a reportable transaction on Form 5472. Only a year with no transactions at all between the LLC and its owner falls outside the requirement. The penalty for a missed form is $25,000.

What about tax accounts opened earlier?

If the LLC registered for sales tax or payroll, the states and IRS expect returns for each period, even with nothing to report, until the accounts are formally closed. Close accounts you no longer need rather than letting them lapse. See how US sales tax works.

Should you keep it or close it?

Keep it if you expect to use it soon and the yearly cost is small. Close it if not, because every year of dormancy costs state fees, agent fees and filing time. Closing properly means:

  1. File dissolution with the state

    Wyoming, for example, charges $60 for a dissolution filing.

  2. File final returns

    Marked as final: the last Form 5472 and pro forma 1120, Form 1065 or corporate return, and state returns.

  3. Close tax accounts and the bank account

    And cancel the registered agent after dissolution is confirmed.

An LLC left to be dissolved by the state for non-payment is not properly closed and can leave unpaid fees and penalties behind. See also your LLC never filed a return.

The steps for closing are in how to dissolve an LLC properly.

Non-resident owners should also read how to close a foreign-owned US LLC.

Got an LLC you are not using?

We keep a dormant LLC compliant at low cost, or close it properly with every final filing, whichever makes sense for you.

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Questions people ask

Does an LLC with no activity have to file anything?

Usually yes. State annual reports or taxes and the registered agent continue, and some federal filings apply depending on tax status.

Does a dormant foreign-owned LLC file Form 5472?

If any transaction took place between the LLC and its owner in the year, including the owner paying its fees, yes.

Does a dormant multi-member LLC file Form 1065?

Not for a year with no income, deductions, credits or expenditures.

Is it better to close a dormant LLC?

If you do not expect to use it soon, usually yes, because state and agent fees continue every year.

Sources

Every fee, date and rule on this page was taken from these official and primary sources.

  1. IRS: Instructions for Form 5472 (Rev. December 2024)
  2. IRS: Instructions for Form 1065 (2025)
  3. Wyoming Secretary of State: Business Division fee schedule, effective July 1, 2026
  4. Delaware Division of Corporations: Certificate of Formation form, rev. 8/2026

Rules and fees change. If you are reading this long after September 30, 2026, confirm the figures with the source before you rely on them.

Foreign-owned and non-resident companiesForeign-owned single-member LLC: every filing due each yearFederal tax formsForm 5472: who files, what to report and the deadlineStarting a US companyHow much does it cost to start an LLC

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This guide is general information. It is not tax or legal advice for your situation.