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Dissolution

How do you actually close a US LLC?

Not by ignoring it. An abandoned LLC keeps accruing annual fees and penalties until the state administratively dissolves it, and the federal filing obligations do not stop on their own either. Closing properly is a sequence, and skipping steps is what creates the bills people complain about years later.

Close My LLC Properly — $199See how it works

Plus the state's dissolution fee, invoiced at cost · filings brought current first

A document folder tied shut with a ribbon, a coral tab, a stack of papers and a letter opener on a wooden desk
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YOUR DECISIONARTICLES OF DISSOLUTIONDissolution preparedWyoming · filings currentClosure date recorded for your accountantPreparingYOUR DASHBOARDCompany dissolvedState confirmation · on fileArticles accepted by the stateClosure date for your final returnNo further state fees accrueFinal federal return is your accountant's stepCLOSED PROPERLY

Closing properly, in the right order

  1. 01Standing reviewed
  2. 02Reports brought current
  3. 03Articles prepared
  4. 04Filed with the state
  5. 05Closed on record

What it is

Ending the company on record, so nothing keeps accruing.

Broadly: wind up the business and settle what it owes, bring state filings current, file the Articles of Dissolution with the state, file a final federal return and close the EIN account, then close bank and processor accounts. The sequence matters because most states will not process a clean dissolution for a delinquent entity, and because your accountant needs the closure date to file correctly.

If you simply stop paying, the state will eventually dissolve the entity administratively. That is not equivalent to a voluntary dissolution: it typically follows a period of accruing penalties, it leaves a delinquency on the record, and in many states the entity can be reinstated — which means the obligations can come back rather than being finished with. It is the difference between closing an account and having it sent to collections.

Abandoning it works?
No
Fees and penalties continue to accrue until the state acts, and administrative dissolution is not the same as a clean closure.
State step
Articles of Dissolution
Filed with the state of formation; name, fee and process vary by state.
Federal step
Final return and account closure
Filing obligations including Form 5472 for a foreign-owned LLC continue until properly ended.
Order matters
Settle, then file
Debts, taxes and final filings are generally dealt with before or alongside dissolution, not after.

Why it matters

Walking away is the expensive way to close a company.

This is by far the most common ending for a US LLC and it is the expensive one. Stop filing and the annual report obligation does not stop — Illinois adds a $100 penalty past 60 days and starts administrative dissolution at 120, California keeps assessing the $800 minimum tax, and Florida's late fee is $400. Meanwhile the federal side does not notice you have lost interest: a foreign-owned single-member LLC generally must file Form 5472 with a pro-forma Form 1120 until the obligation properly ends, and the penalty for not filing starts at $25,000. Founders discover this when they try to form a new company and find an unresolved entity behind them. Closing properly costs a filing fee and an accountant's time; not closing properly costs considerably more.

1AbandonedAnnual fees and penalties keep accruing. The state eventually dissolves it administratively — leaving a delinquency, not a closure.
2With RazorFileFilings brought current, articles filed, closure confirmed by the state, date recorded for your final return.
3The federal sideForm 5472 does not stop because you lost interest. The wind-down year is usually still a filing year. Talk to your accountant before, not after.

How it works

From the decision to close to the state's confirmation.

RazorFile can file the state dissolution and make sure your reports are current. We cannot file your final tax returns, resolve debts, or advise on the order in which creditors and members should be paid — all of which are matters for an accountant or lawyer. If the LLC has debts, contracts still running, or members who disagree, take advice before filing anything.

The order of operations

  • Settle what the company owesDebts, contracts, member distributions — before the filing.
  • Bring state filings currentDelinquent reports and fees, so the state accepts the dissolution.
  • File, then finish federallyArticles of Dissolution, then the final return and EIN closure.

  1. 01Business day one

    We review where the company stands

    Which annual reports are filed, what the state shows as owed, and whether the company is in good standing. Most states will not cleanly dissolve a delinquent entity.

    YOUR DECISIONARTICLES OF DISSOLUTIONDissolution preparedWyoming · filings currentClosure date recorded for your accountantPreparingYOUR DASHBOARDCompany dissolvedState confirmation · on fileArticles accepted by the stateClosure date for your final returnNo further state fees accrueFinal federal return is your accountant's stepCLOSED PROPERLY

  2. 02If needed

    Lapsed filings are brought current

    If a report was missed, it is filed and the state's fee and any penalty paid at cost. This is the step that turns a messy closure into a clean one.

    YOUR DECISIONARTICLES OF DISSOLUTIONDissolution preparedWyoming · filings currentClosure date recorded for your accountantPreparingYOUR DASHBOARDCompany dissolvedState confirmation · on fileArticles accepted by the stateClosure date for your final returnNo further state fees accrueFinal federal return is your accountant's stepCLOSED PROPERLY

  3. 03Then

    Articles of Dissolution prepared

    The state's own form, under the state's own name for it, prepared from the company record. You confirm the closure date.

    YOUR DECISIONARTICLES OF DISSOLUTIONDissolution preparedWyoming · filings currentClosure date recorded for your accountantPreparingYOUR DASHBOARDCompany dissolvedState confirmation · on fileArticles accepted by the stateClosure date for your final returnNo further state fees accrueFinal federal return is your accountant's stepCLOSED PROPERLY

  4. 04On confirmation

    Filed with your state of formation

    We submit the articles and pay the state's fee on your behalf. Processing follows the state's queue.

    YOUR DECISIONARTICLES OF DISSOLUTIONDissolution preparedWyoming · filings currentClosure date recorded for your accountantFiledYOUR DASHBOARDCompany dissolvedState confirmation · on fileArticles accepted by the stateClosure date for your final returnNo further state fees accrueFinal federal return is your accountant's stepCLOSED PROPERLY

  5. 05On acceptance

    Closed on record, with the date your accountant needs

    The state's confirmation is saved to your dashboard. Your accountant uses the closure date for the final federal return, and the EIN account is closed.

    YOUR DECISIONARTICLES OF DISSOLUTIONDissolution preparedWyoming · filings currentClosure date recorded for your accountantFiledYOUR DASHBOARDCompany dissolvedState confirmation · on fileArticles accepted by the stateClosure date for your final returnNo further state fees accrueFinal federal return is your accountant's stepCLOSED PROPERLY

LLC dissolution

$199

$199 + State Fee

For a company you already have, or added to a formation order. Any state or government fee is invoiced at cost, exactly as the state charges it. Full refund before we begin the work.

Close My LLC Properly

What’s included

  • Filing the Articles of Dissolution with your state of formation
  • Confirming outstanding annual reports are current, since most states will not dissolve a delinquent entity cleanly
  • A clear record of the closure date for your accountant's final return

Not included

  • Final tax returns, including Form 5472 and the pro-forma Form 1120, which are an accountant's work
  • Settling debts, distributing assets or resolving disputes between members
  • Closing your bank accounts and payment processor accounts, which you do directly with each provider

What lapsing costs

The bills people complain about years later.

State dissolution ends the entity's existence under state law. It does not by itself resolve federal filing obligations. For a foreign-owned single-member LLC, Form 5472 with a pro-forma Form 1120 is the obligation that matters, and it is triggered by reportable transactions rather than by profit — so even the year in which you wind down is likely a filing year. Speak to your accountant before you file the state paperwork, not after.

Florida
$400 late fee on the annual report
Illinois
$100 penalty past 60 days, administrative dissolution at 120
California
$800 minimum tax keeps being assessed
Federal
Form 5472 penalty starts at $25,000 per missed year

Direct answers

Frequently asked questions.

Checked 2026-07-28. If something here is out of date, tell us and we will fix it the same day.

You can, and it is usually the more expensive route. Penalties accrue until the state acts — $400 in Florida, $100 in Illinois past 60 days, and California's $800 minimum tax continues — and federal filing obligations do not stop on their own. Administrative dissolution leaves a delinquency behind rather than a clean closure.

Generally yes, and for a foreign-owned single-member LLC that usually includes Form 5472 with a pro-forma Form 1120 for the final year. Because the obligation is triggered by reportable transactions rather than profit, a wind-down year is normally still a filing year. This is work for an accountant.

It is fixable, and it is better to fix it than to leave it. Typically you bring the delinquent reports current, pay the accumulated fees and penalties, then dissolve. It costs more than closing on time but far less than an unresolved entity you discover again in three years.

The state filing follows that state's normal processing queue, which ranges from same-session in Colorado to 15 to 20 business days in North Carolina. The longer part is usually getting filings current and the final return prepared beforehand.

Finish it properly

Close the company once, correctly, and be done with it.

ReviewedCurrentFiledClosed

We bring the filings current, file the Articles of Dissolution, and give your accountant the date they need.

LLC dissolution — $199 + state fee

Close My LLC Properly
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YOUR DECISIONARTICLES OF DISSOLUTIONDissolution preparedWyoming · filings currentClosure date recorded for your accountantFiledYOUR DASHBOARDCompany dissolvedState confirmation · on fileArticles accepted by the stateClosure date for your final returnNo further state fees accrueFinal federal return is your accountant's stepCLOSED PROPERLY