How to close a foreign-owned US LLC and file the final returns

Non-residents often stop using a US LLC and assume it will lapse quietly. It does not: Form 5472 penalties of $25,000 per form and state fees keep running until the LLC is properly closed. This guide sets out the order that avoids leaving anything open.

By Hamza Fida, Chartered Accountant. Reviewed by Awais Jameel, Chartered Accountant. Checked against official sources on . 3 minute read.

Short answer

To close a US LLC as a non-resident, wind down sales and accounts, file the final Form 5472 with a pro forma Form 1120 marked final, reporting the last year's transfers including the final distribution, and dissolve the LLC with the state after paying its fees. Then close the bank account, ask the IRS to close the business account, and keep the records.

At a glance

Final federal filing
Form 5472 with pro forma 1120, marked final
Report
The final year's transfers and the closing distribution
State
Pay fees, then file dissolution or cancellation
Platforms and bank
Close after the last payout
IRS account
Close by letter once filings are done
If you just stop
Penalties and fees keep building
How to close a foreign-owned US LLC and file the final returnsSteps: 1. Stop selling and wind down; 2. Settle the books; 3. Dissolve with the state; 4. File the final federal return; 5. Close the bank and the IRS account.THE PROCESS AT A GLANCEHow to close a foreign-owned US LLC and file thefinal returns1Stop selling andwind downClose marketplace andpayment accounts afterthe final payouts, andend contracts andsubscriptions2Settle the booksPay remaining costs,then transfer what isleft to yourself as thefinal distribution3Dissolve with thestatePay outstanding feesand file articles ofdissolution or acertificate ofcancellation4File the finalfederal returnForm 5472 with a proforma Form 1120, markedfinal, by the due datefor the closing year5Close the bankand the IRSaccountClose the bank accountlastChecked against official sourcesTax BakersHow to close a foreign-owned US LLC and file the final returnsSteps: 1. Stop selling and wind down; 2. Settle the books; 3. Dissolve with the state; 4. File the final federal return; 5. Close the bank and the IRS account.THE PROCESS AT A GLANCEHow to close a foreign-owned USLLC and file the final returns1Stop selling and wind downClose marketplace and payment accounts afterthe final payouts, and end contracts andsubscriptions2Settle the booksPay remaining costs, then transfer what isleft to yourself as the final distribution3Dissolve with the statePay outstanding fees and file articles ofdissolution or a certificate of cancellation4File the final federal returnForm 5472 with a pro forma Form 1120, markedfinal, by the due date for the closing year5Close the bank and the IRS accountClose the bank account last, then write tothe IRS to close the business accountChecked against official sourcesTax Bakers
The process at a glance: 1. Stop selling and wind down; 2. Settle the books; 3. Dissolve with the state; 4. File the final federal return; 5. Close the bank and the IRS account.

Why close it properly?

A foreign-owned single-member LLC must file Form 5472 for each year it has reportable transactions with its owner, including the year it closes. The penalty for each missing form is $25,000. The state also keeps charging its yearly fee and may dissolve the LLC for non-payment, which leaves the debts behind instead of ending them. See Form 5472.

What is the right order?

  1. Stop selling and wind down

    Close marketplace and payment accounts after the final payouts, and end contracts and subscriptions.

  2. Settle the books

    Pay remaining costs, then transfer what is left to yourself as the final distribution.

  3. Dissolve with the state

    Pay outstanding fees and file articles of dissolution or a certificate of cancellation.

  4. File the final federal return

    Form 5472 with a pro forma Form 1120, marked final, by the due date for the closing year.

  5. Close the bank and the IRS account

    Close the bank account last, then write to the IRS to close the business account.

What goes on the final Form 5472?

The same as any year: the LLC's identifying details, the foreign owner's details, and every reportable transaction between them in the closing year. That includes money you put in to pay final costs, and the final distribution of what was left. Tick the final return box on the pro forma Form 1120 and write "Foreign-owned U.S. DE" across the top. It cannot be e-filed: fax it to 855-887-7737 or mail it as the instructions direct. See pro forma Form 1120 and filing US forms from abroad.

What other final returns might apply?

SituationFinal filing
LLC had effectively connected incomeYour final Form 1040-NR including that income
Multi-member LLCFinal Form 1065 and K-1s, and Forms 8804 and 8805 if it withheld
LLC taxed as a corporationFinal Form 1120 with Form 5472, and Form 966
Sales tax permitsA final sales tax return in each state, then cancel the permit
Contractors paid in the USFinal Forms 1099 where required

What does the state require?

Pay every outstanding fee or tax first. Delaware, for example, requires its annual taxes to be paid before it accepts a certificate of cancellation. Wyoming and New Mexico LLCs file articles of dissolution with the Secretary of State. Keep the registered agent until the dissolution is filed, because the state and the agent need to reach the LLC until then. See how to dissolve an LLC.

What about the bank and platforms?

Close Stripe, Amazon, Shopify and similar accounts only after the final payouts and any refund or chargeback period. Close the bank account last, once all payments have cleared, and transfer the balance to yourself. Download statements first, because access usually ends when the account closes.

How do you close the IRS account?

Once the final returns are filed, write to the IRS with the LLC's legal name, EIN, address and the reason for closing, and a copy of the EIN confirmation letter if you have it. The EIN itself is never reused, but the account will be closed. See lost EIN and the 147C letter.

More detail is in how to close your EIN account.

What should you keep?

The final returns and proof of filing, the state's confirmation of dissolution, the last bank statements and the transfer log, for at least the period the IRS and state can review. Your home country may also need them for its own tax and reporting. See US LLC and tax in your home country.

Closing your US LLC from abroad?

We prepare the final Form 5472 and pro forma 1120, dissolve the LLC with the state, and close the IRS account, all remotely.

Questions people ask

How do I close my US LLC as a non-resident?

Wind down, file the final Form 5472 with a pro forma Form 1120 marked final, dissolve with the state, then close the bank and the IRS account.

Do I file Form 5472 in the year I close my LLC?

Yes, if there were reportable transactions with you in that year, which usually includes the final distribution.

What happens if I just stop using my US LLC?

Form 5472 penalties and state fees keep building until it is formally closed.

Can I close my US LLC without travelling to the US?

Yes. The state filing, federal returns and IRS letter can all be done remotely, by online filing, fax or mail.

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: Closing a business
  3. Delaware Division of Corporations
  4. Wyoming Secretary of State: Business entities frequently asked questions

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.

More in Foreign-owned and non-resident companies

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