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LLC closure checklist and written consent to dissolve

Closing a US LLC takes three separate filings: the state document, the final IRS return and a letter to close the IRS account. In Delaware the state part alone is a $220 cancellation fee plus the full $400 annual tax for the year it takes effect. This kit puts every step in order and gives you the consent to sign first.

Updated Nov 2, 2026 · Rules checked against official sources on Nov 2, 2026

Download the files

US LLC closure checklist 28 steps, Done column, Costs calculator, Sources sheet XLSX · 17 KB XLSX
US LLC closure checklist 4 printable pages with official links PDF · 28 KB PDF
Written consent to dissolve (template) Delaware and Wyoming wording in brackets DOCX · 38 KB DOCX
Written consent to dissolve (filled sample) Fictional Delaware LLC, marked as a sample DOCX · 38 KB DOCX

Make a copy in Google Sheets: open sheets.new, choose File > Import > Upload and pick the XLSX.

Free to use and edit. Not legal or tax advice: check your situation with a lawyer or accountant before you sign or file.

What's in the file

Checklist in eight phases: decide, wind up, state taxes, distribute, state filing, IRS, accounts, and home-country steps for Canada and Australia.
Each row names who acts, the form and the official page it comes from (Delaware Division of Corporations, Wyoming Secretary of State, IRS, CRA, ATO).
Costs sheet: Delaware annual tax years owed, the $220 cancellation fee, registered series and certified copy; Wyoming $60 dissolution fee and any license tax due.
Written consent that dissolves the LLC, names who winds it up, puts creditors first and authorizes the state filing, the final IRS return and the EIN letter.
A filled sample consent for a fictional single-member Delaware LLC owned from Toronto.

Preview

First page of the US LLC closure checklist showing numbered steps with phase, who acts, form and official link columns — First page of the PDF.

How to use it

Read your operating agreement for its dissolution clause, then fill in and sign the written consent. A single-member owner signs alone.
Wind up: collect what is owed, cancel subscriptions, pay or provide for every known claim, then make the final distribution from the LLC account and record it.
Delaware: get the payoff figure, pay every year of annual tax including the full year the cancellation takes effect, then file the Certificate of Cancellation ($220). Wyoming: mail the Articles of Dissolution with a $60 check or money order.
File the final pro forma Form 1120 with Form 5472 by fax or mail (a foreign-owned single-member LLC cannot e-file it), with Final return ticked in item E.
After the final return, write to the IRS to close the business account, then close bank accounts and end the registered agent service.

Worked example

A Toronto founder closes a single-member Delaware LLC whose cancellation takes effect in 2027. The prior year's $400 tax is still unpaid, and the full 2027 tax is due before filing because Delaware does not prorate. The Costs sheet shows (1 + 1) × $400 + $220 = $1,020 in state costs. The same LLC formed in Wyoming would cost $60 to dissolve, plus any annual report already due.

Who it's for

United States: Single-member Delaware or Wyoming LLCs owned by a non-US person. Multi-member LLCs can use the checklist but file a final Form 1065 instead of Form 5472.
Canada: Canadian owners usually file a final-year T1134. A dormant affiliate still needs the T1134 Summary, just not a Supplement.
Australia: Australian owners should first work out whether the LLC was a foreign hybrid company under Division 830, which changes how the wind-up is taxed.

Official sources

Checked on Nov 2, 2026. Rules change; confirm on these pages before you file.

Frequently asked questions

How much does it cost to close a Delaware LLC?

The Certificate of Cancellation fee is $220 (plus $50 per registered series), and the full $400 annual tax for the year the cancellation takes effect must be paid first, along with any earlier unpaid years and their penalty and interest.

How do I dissolve a Wyoming LLC?

Make sure the LLC is active and in good standing, then mail the Articles of Dissolution with a $60 check or money order to the Wyoming Secretary of State. The form cannot be emailed, and processing takes up to 15 business days.

Does a foreign-owned LLC file a final Form 5472?

Yes, if the closing year had a reportable transaction. For a foreign-owned disregarded entity, distributions and amounts connected with dissolution are Part V items, so the final payout to the owner usually triggers it.

Do I need a written consent to dissolve?

The statutes let the operating agreement set the rules, and a written consent is the clean record that the decision was made, who winds up the LLC and who may sign the filings. Banks and the IRS letter may ask for it.

Is this legal advice?

No. It is a checklist and template built from official sources. Have a lawyer or tax adviser review it if the LLC has debts, disputes, employees or non-cash assets.

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