Non-US citizens can fully close a US company. Furthermore, it can be done without traveling to the United States. Yes, The entire process for US Company Dissolution for Non-US Citizens can be completed online or by mail from anywhere in the world.
Step-by-Step Guide to US Company Dissolution for Non-US Citizens
1. Review your operating agreement and get member approval
The first step is to check the LLC operating agreement for voting rules. Next, you have to make sure that the single-member LLCs only need a simple written resolution by the owner. Multi-member LLCs usually need majority or unanimous consent documented in writing.
2. Wind up business operations
- Pay all debts and outstanding bills.
- Collect any money owed to the company.
- Cancel business licenses, subscriptions, and payment processors.
- Close or transfer contracts.
- Distribute remaining funds to the owner(s).
Skipping this step can create personal liability and hinder the process to dissolve a US Company as a Non-US Citizen.
3. File final tax returns (critical for non-US owners)
In the process to dissolve a US Company as Non-US Citizen, This is the most important compliance step. For a foreign-owned single-member LLC (the most common case):
- File a final Form 5472 with a pro forma Form 1120.
- Mark the return as “Final.”
- Report the final distribution to the foreign owner in Part V of Form 5472.
- The deadline is usually the 15th day of the fourth month after the dissolution date.
However, failure to file Form 5472 carries a $25,000 penalty per year, even if the LLC had zero income.
Multi-member LLCs file a final Form 1065 with Schedule K-1s for each member. LLCs taxed as corporations file a final Form 1120 and Form 966.
4. File Articles of Dissolution with the state
Once filing is done, you will need to submit the dissolution form (sometimes called Certificate of Cancellation) to the Secretary of State where the company was formed.
Common states for non-residents and their typical fees:
- Florida: around $25
- Wyoming: around $60
- Delaware: around 200–204
Many states accept online filings. Wyoming usually requires a mailed paper form with an original signature. Pay any outstanding annual report fees or franchise taxes first.
5. Cancel the registered agent service
It is also important to notify your registered agent that the company is dissolved so they stop charging annual fees.
6. Close the EIN with the IRS
After the final tax return is filed, send a simple letter to the IRS requesting cancellation of the Employer Identification Number (EIN). Include the company name, EIN, and dissolution date. The IRS does not close the EIN automatically.
How USA LLC Registration Connects to Dissolution
USA LLC Registration establishes the legal existence of the business, while dissolution is the opposite procedure used to terminate the LLC. Therefore, the same state that was selected for the USA LLC Registration must be used to dissolve the LLC. States that are both affordable and business friendly (such as Wyoming, Delaware and Florida) are generally easier and less expensive to dissolve.
Common Mistakes to Avoid in US Company Dissolution for Non-US Citizens
- Leaving the company open and ignoring annual fees (they continue until formal dissolution).
- Skipping the final Form 5472.
- Distributing assets before paying creditors.
- Forgetting to close bank accounts and payment platforms.
- Assuming state dissolution automatically closes the IRS account.
Timeline and Cost Overview
- State dissolution: 1–4 weeks in most cases.
- Final tax filing: depends on the tax year end.
- Full process: usually 4–12 weeks when everything is current.
State filing fees range from $25 to $200+. Professional help for Form 5472 and final returns typically costs a few hundred dollars.
Final Checklist for US Company Dissolution for Non-US Citizens
- Written member resolution
- All debts paid and accounts closed
- Final Form 5472 + pro forma 1120 (or equivalent) filed
- Articles of Dissolution accepted by the state
- Registered agent cancelled
- EIN cancellation letter sent to the IRS
- Records kept for at least several years
As a result, a Proper US Company Dissolution for Non-US Citizens will help you to prevent any further costs and penalties and ensure your business closure successfully. In case if the USA LLC Registration was done via one of those services that provided the formation process, there is a good chance that those same companies will have a dissolution package ready for you.
FAQs
1.Will I owe US tax when I take the money out in a US company dissolution for non-US citizens?
Only if the LLC had US-connected income, like a US office, staff, or a physical store. A purely online business run from abroad usually owes nothing to the US on the final payout, but you still file Form 5472. Your home country may tax it, so check there too.
2.My state marked the LLC delinquent for missing annual reports. Can I still close it?
Yes. Pay the back fees first, or reinstate and dissolve together. Some states allow both in one go. The IRS filings are still due either way.
3.I registered in another state too. Do I close that one as well?
Yes. If you did your USA LLC registration in one state but later registered to do business in another, you need to withdraw from each one. California is the one to watch, since it charges a yearly minimum tax of about $800 until you formally withdraw.
4.I have funds with Stripe, PayPal, or Amazon. What is the right sequence for this situation?
Stop accepting payments, let the reserve period pass (typically 90 to 180 days), withdraw all funds, close the accounts, then dissolve the business. If you dissolve the business first, your funds could be frozen.
5.What happens to my website, trademark, or cryptocurrency?
Transfer it to your name prior to dissolution. If not, whatever property the LLC has at the end is considered abandoned property and may be difficult to retrieve later on. Write a brief transfer letter for documentation purposes.
6.What if I need to file form 5472 without a U.S. address and what happens if I am late?
Pro Forma 1120 is generally not e-filed but rather mailed or faxed to the IRS; you can find out how by looking up the IRS website. File the form as soon as possible, even if you are late.
7.Who gets IRS and state mail after I cancel the registered agent?
Not unless you have set it up yourself. Make sure that your address is updated with the IRS using Form 8822-B and at the state level, or have your agent forward your mail for a few months.
8.Should I close it, keep it dormant, or sell it?
Dormant means paying the state fee, the agent, and Form 5472 every year. If you won’t need a US company within a year, closing is cheaper. Selling only makes sense if the LLC has real value, like an aged bank account or customers.
9.My co-owner won’t agree or can’t be reached. Can I still close it?
Check your operating agreement for the voting rule. Many need a majority or everyone. If it doesn’t solve it, you may need a court order, which is slower and costs more. Talk to a US attorney early.
10.Can anyone come after me once the LLC is closed?
Yes, for a limited time. Pay creditors before you take any money out, and the risk to you is small. Money taken first can be clawed back. Keep your approval, bank statements, final returns, and EIN closure letter for several years.
Moreover, if you want any other guidance relating to US Company Dissolution for Non-US Citizens, please feel free to talk to our business advisors at 8881-069-069.
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