How to Close a Delaware LLC From Abroad: $220 + $400 Tax

To close a Delaware LLC, wind it up, pay every year of Delaware annual tax through the cancellation date (including the full year it takes effect), and file a Certificate of Cancellation. If you own it from outside the US, that only ends it under state law: you still owe a final IRS return and a letter to close the IRS business account.

The stakes are real. The state filing costs $220 plus the $400 annual tax, and Delaware doesn’t prorate. Skipping the final Form 5472, though, carries a $25,000 penalty per failure. This guide covers Delaware and Wyoming, single-member LLCs owned by a non-US person (the setup in our US LLC for non-residents guide), and what Canadian and Australian owners have to do at home.

Free closure kit (all files and instructions):

• Download the US LLC closure checklist (XLSX): 28 steps with who, form, official link and a Done column, plus a state cost calculator.
• Download the same checklist (PDF): printable, 4 pages.
• Download the written consent to dissolve, template (DOCX): Delaware and Wyoming options in brackets.
• Download the filled sample consent (DOCX): a fictional Delaware LLC, marked as a sample.

Official sources checked on 2026-11-02. Fees change, so check the fee schedule on the day you file.

The three things you’re actually closing

The IRS says it plainly: “We cannot close your business account until you have filed all necessary returns and paid all taxes owed.” So the letter goes last.

Step 1: decide, in writing

Check your operating agreement first. Both states let it set the rules for dissolving.

• Delaware. Unless your LLC agreement says otherwise, dissolution takes the vote or consent of members owning more than 2/3 of the profits interest (6 Del. C. §18-801(a)(3)).
• Wyoming. Without a clause in the operating agreement, dissolution by consent takes all the members (W.S. 17-29-701(a)(ii)).

Sign a written consent that dissolves the LLC, names who winds it up and authorizes the filings. That’s what the consent template is for. Single-member? You sign it alone. Keep it with the LLC’s records.

If the LLC is registered in any other state (foreign-qualified), close that registration too. Closing the home state doesn’t close it.

Step 2: wind up before you file anything

Winding up means settling the LLC’s affairs: collect what’s owed, cancel the SaaS and platform accounts in the LLC’s name, pay the bills, then distribute what’s left.

The order is set by statute. Creditors come first, including you if the LLC owes you money. Then come unreturned contributions, then the rest (DE §18-804(a); WY 17-29-708). Delaware also requires you to pay or make reasonable provision for known claims, pending suits, and claims likely to arise within 10 years after dissolution (§18-804(b)).

If the LLC had US employees, file final Forms 941/944 and 940 and issue W-2s. If it paid a contractor $600 or more for services in the closing year, file a 1099-NEC.

Make the final distribution from the LLC’s own bank account, and write down the date and amount. You’ll report it on the final Form 5472.

Step 3: the state filing

Delaware: Certificate of Cancellation

1. Get the payoff figure. Call the Franchise Tax Section through the Division’s main line, (302) 739-3073. The cover letter on the form says: “Before the Certificate can be filed, all taxes due to the State through the effective date of the cancellation must be paid.”
2. Pay the annual tax. It’s $400 a year, due June 1 for the prior year. The Division says “There is no proration,” and the tax applies “if the entity is active in the records of the Division of Corporations anytime during January 1st through December 31st.” Under §18-1107(c), the full tax for the calendar year in which the certificate takes effect must be paid before filing. Late payment adds a $200 penalty plus 1.5% interest a month. (Behind on this already? See Delaware franchise tax penalty.)
3. Fill in the form. It has two items: the LLC’s name exactly as on the state record, and the date the Certificate of Formation was filed. It must be signed by an authorized person under §18-204.
4. File and pay. The fee is $220, plus $50 for each registered series named. File through the online Document Filing service or by mail with a cover letter, with checks payable to “Delaware Secretary of State.” A certified copy is $50. Expedite costs $100 (24-hour), $200 (same day), $500 (2-hour) or $1,000 (1-hour).

You get a stamped “Filed” copy back. Keep it.

Wyoming: Articles of Dissolution

1. Check standing. The form’s checklist requires that “The business entity is active and in good standing.” If your anniversary month has arrived, the annual report and license tax ($60 or $.0002 of Wyoming assets, whichever is greater) are due first (W.S. 17-29-209).
2. Fill in the one-page form (LLC-ArticlesDissolution). It asks for the name exactly as on record, a certification box, signature, name, title, contact and an email address, which is required.
3. Mail it. Send a $60 check or money order payable to Wyoming Secretary of State to Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. “This form cannot be accepted via email.” Processing takes up to 15 business days.

Sign the Wyoming certification last. You’re certifying that you’ve “met all requirements for dissolution and winding up.” Don’t sign until that’s true.

Step 4: the final IRS return (foreign-owned single-member LLC)

A single-member LLC owned by a non-US person is a “foreign-owned U.S. DE.” It files a pro forma Form 1120 with Form 5472 attached for any year with a reportable transaction. Is there one in the closing year? Almost certainly. Form 5472 Part V covers “amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity.” Your final distribution is one.

• On the 1120, fill in only the name, address and items B and E. Write “Foreign-owned U.S. DE” across the top.
• In item E, tick Final return. The 1120 instructions say to check it “if this is the corporation’s final return and it will no longer exist.” The 5472 instructions don’t say this in so many words for a DE; that’s our reading.
• Send it by fax to 855-887-7737 (300 DPI or higher), or mail it to Internal Revenue Service, 1973 Rulon White Blvd, M/S 6112, Attn: PIN Unit, Ogden, UT 84201. “If you are a foreign-owned U.S. DE, you cannot file Form 5472 electronically.”
• Due date. The return is due with the 1120. The 1120 instructions say “a corporation that has dissolved must generally file by the 15th day of the 4th month after the date it dissolved.” The IRS doesn’t say how that applies to a DE, so treat it as a precaution: file by that date or the normal date, whichever comes first. If you need more time, file Form 7004 by the regular due date.
• Penalty. $25,000 per failure, and another $25,000 for each 30 days once a failure runs more than 90 days past an IRS notice.

For the line-by-line, see our Form 5472 guide. Missing earlier years? File those first.

More than one member? The LLC files a final Form 1065 instead, with the “final return” and “final K-1” boxes ticked.

Step 5: close the IRS account, then everything else

The EIN letter. The IRS’s two pages disagree on the address:

• “Closing a business” says Internal Revenue Service, Cincinnati, OH 45999.
• “If you no longer need your EIN” says IRS, MS 6055, Kansas City, MO 64108, or IRS, MS 6273, Ogden, UT 84201.

Both pages ask for the same contents: legal name, EIN, address, the reason for closing, and a copy of the EIN assignment notice if you have it. The EIN itself is permanent; the IRS deactivates the account behind it. Check both pages the day you send it, and keep proof of mailing.

Then:

• Close the bank and payment accounts after the last payments clear, and keep the statements.
• Keep the registered agent until the state filing is effective, then end the service.
• BOI: nothing to file. FinCEN’s final rule, effective August 14, 2026, exempts US companies.

Canada: what Canadian owners still owe

CRA doesn’t see your LLC the way the IRS does. Its T2 Schedule 97 describes an LLC as “a corporation registered under the laws of a state of the United States.” For a Canadian resident, the LLC is usually a foreign affiliate.

• Final-year T1134. You file one for any foreign affiliate you had “at any time in the year,” so the closing year counts. It’s due 10 months after your tax year end. The supplement asks whether the corporation ceased to be a foreign affiliate because of a disposition of shares in the year. If your cost was under CAN$100,000 and the affiliate had gross receipts under CAN$100,000 (including disposition proceeds) and its assets never topped CAN$1,000,000, it counts as dormant: you skip the Supplement but still file the T1134 Summary with the dormant-affiliate table. See our T1134 guide.
• Your T1. How the final payout is taxed in Canada (dividend or proceeds of disposition) depends on your facts. Settle it with a Canadian adviser before the money moves, not after.

Australia: what Australian owners still owe

The first question is whether your LLC was a foreign hybrid company under Division 830 ITAA 1997. In ATO ID 2010/77, the ATO decided a single-member US LLC that is disregarded for US tax, and is a CFC of an attributable taxpayer, “can be a foreign hybrid company… and is therefore treated as a partnership.” Then you’re treated as having an interest in each asset of the LLC, and gains or losses on those assets are yours.

If it wasn’t a foreign hybrid, it’s a company for Australian tax. On a wind-up, distributions can be deemed dividends under s47 ITAA 1936, or trigger CGT at the shareholder level. The ATO’s “Winding up a company” page explains this for Australian companies; confirm how it applies to a US entity with your tax agent.

Worked example

Maya lives in Toronto. Her single-member Delaware LLC, Northlight Labs LLC (fictional), was formed on March 12, 2024 and never elected corporate tax status. She stops trading in January 2027 and signs the written consent on February 10, 2027. (That’s the filled sample.)

1. Wind up. She cancels Stripe and the SaaS accounts, pays the last contractor invoice, and leaves cash for Delaware tax and fees.
2. Delaware tax. Her 2026 annual tax ($400, due June 1, 2027) isn’t paid yet. Because the cancellation takes effect in 2027, the full 2027 tax ($400) is due too. Total: $800.
3. Distribution. She transfers the remaining US$6,200 to herself from the LLC account and records the date.
4. State filing. She files the Certificate of Cancellation online on March 20, 2027 for $220. State cost: $1,020. The effective date, not the filing date, decides which calendar years she pays.
5. IRS. Precautionary due date: 15th day of the 4th month after dissolution, so June 15, 2027 counting from the February 10 consent, or July 15, 2027 counting from the March 20 filing. She uses the earlier date and faxes the final pro forma 1120 (item E “Final return” ticked) with Form 5472. The Part V statement lists her contributions and the US$6,200 distribution.
6. EIN letter. She mails it after the return is accepted, to the addresses current on the IRS pages that day.
7. Canada. She files a 2027 T1134 by October 31, 2028 (10 months after December 31, 2027) and reports the wind-up on her 2027 T1 with her accountant.

The same LLC formed in Wyoming would have cost $60 to dissolve, plus any annual report already due.

Common mistakes

• Letting it lapse instead of closing it. Administrative dissolution doesn’t file your final return or close the IRS account.
• Taking the money out first and paying creditors later. Both statutes put creditors first.
• Assuming no income means no Form 5472. The trigger is a reportable transaction, and a dissolution distribution is one.
• E-filing the pro forma. It’s fax or mail only.
• Writing to the IRS before the final return is in.
• Resigning the registered agent as a shortcut. That’s a different kind of cancellation, with the tax still owed.

Not legal or tax advice. This is general information drawn from the official sources listed, checked on 2026-11-02. Fees and addresses change. Have a lawyer or tax adviser review your situation if the LLC has debts, disputes, employees or non-cash assets, or before you take a final distribution in Canada or Australia.