How to dissolve an LLC
Dissolving an LLC means formally ending it with the state and the IRS, not just stopping business. An LLC that is simply abandoned generally keeps its filing duties until the state dissolves it, and a foreign-owned LLC can still owe Form 5472 for the year it stopped trading.
The order that works in practice:
- Agree to dissolve, as your operating agreement requires, and record the decision.
- Wind up: finish or cancel contracts, collect what you are owed, pay debts and distribute what is left to members.
- Bring state filings and taxes up to date, and get tax clearance where the state requires it.
- File the state's dissolution, cancellation or termination document.
- File the final federal return and mark it final.
- Write to the IRS to close the business account.
- Close bank, payment and state tax accounts, then end the registered agent service.
Dissolution filings by state
| State | Document | State fee | Before you file |
|---|---|---|---|
| Wyoming | Articles of Dissolution | $60 | Wind up under W.S. 17-29-701 |
| Delaware | Certificate of Cancellation | $220 | All state taxes through the effective date paid |
| New Mexico | Articles of Dissolution | $25 | Wind up affairs |
| Florida | Articles of Dissolution | $25 | Wind up affairs |
| Texas | Certificate of Termination (Form 651) | $40 | Comptroller certificate of account status |
How to dissolve an LLC in Texas
In Texas you file a Certificate of Termination (Form 651) with the Secretary of State for a $40 fee, and it must come with a certificate of account status from the Comptroller showing all state taxes are paid. The entity must first complete winding up under Chapter 11 of the Texas Business Organizations Code.
- File the franchise tax reports. The Comptroller says to file all outstanding annual reports and a final franchise tax report, covering the period from the day after the last annual report's accounting period to a date within 60 days of termination. Pay any tax, penalty and interest, and close other Comptroller accounts such as a sales tax permit.
- Get the certificate of account status. Request it through Webfile or with Form 05-359. It is valid through 31 December of the year it is issued.
- File Form 651. File online or by mail to P.O. Box 13697, Austin, Texas 78711-3697. Texas is launching SOSPortal on 29 September 2026 in place of SOSDirect, so online screens are changing.
- Keep the evidence. The Secretary of State returns evidence of filing and the status changes to "Voluntarily Terminated".
For franchise tax detail, see our Texas franchise tax guide and Texas LLC page.
How to dissolve an LLC in Florida
In Florida you file Articles of Dissolution with the Division of Corporations for a $25 fee, online by card or on the paper form. Online, a certified copy costs $5 extra; the paper form lists $30. Allow 2 to 3 business days for the filing to post on Sunbiz.
The Articles of Dissolution (form CR2E048) ask for the LLC's name, the event that caused the dissolution and, if you want one, a delayed effective date no more than 90 days after filing. An authorized person signs. The Division itself recommends having legal counsel review the document, because some situations need more than the basic form.
Also notify the Florida Department of Revenue if you hold a sales tax or other state tax account. Its registration guide asks businesses to notify the Department when they close. If you change your mind, Florida has Articles of Revocation of Dissolution for $100. More on our Florida LLC page.
Wyoming, Delaware and New Mexico
Wyoming
File the Wyoming LLC Articles of Dissolution for $60. The form certifies compliance with W.S. 17-29-701 and is signed by a person authorized by the company. The paper form says to mail it with a check or money order and that it cannot be accepted by email. See our Wyoming LLC page.
Delaware
File a Certificate of Cancellation for $220. Delaware requires that all taxes due to the State through the effective date of the cancellation be paid, and suggests contacting the Franchise Tax section first to confirm the amount. That includes the annual LLC tax, $400 from the 2026 tax year. See our Delaware LLC page.
New Mexico
File Articles of Dissolution with the Secretary of State. The LLC Act sets the fee at $25 for articles of dissolution or revocation of dissolution. If the LLC registered for gross receipts tax, close that account with the Taxation and Revenue Department too. See our New Mexico LLC page.
Final Form 5472 and pro forma Form 1120
A single-member LLC owned by a non-US person files Form 5472 with a pro forma Form 1120 for its last year as well. The Form 5472 instructions say reportable transactions for a foreign-owned disregarded entity include amounts paid or received in connection with its dissolution, including distributions to the owner, so the closing year usually has something to report even with no sales.
On the pro forma Form 1120 you complete the name, address and items B and E. Item E is where you tick the "Final return" box. The IRS Closing a business page tells every business to check the final return box on its last return. The Form 1120 instructions say a corporation that has dissolved must generally file by the 15th day of the 4th month after the date it dissolved. Ask a tax professional how that timing applies to your LLC; filing by that earlier date is the safe approach.
The penalty for not filing a complete Form 5472 is $25,000 per form, and closing the LLC does not cancel it. Our Form 5472 filing service prepares the final return.
If your LLC elected to be taxed as a corporation, the IRS also lists Form 966 for corporate dissolutions. If it had employees, final payroll returns apply. Both need a tax professional's input.
Closing your IRS business account
The IRS does not close an EIN automatically. Send a letter with the complete legal name of the business, the EIN, the business address and the reason you want to close the account, and enclose a copy of your EIN assignment notice if you have it. The IRS cannot close the account until all necessary returns are filed and all taxes are paid.
The Closing a business page (updated July 2026) gives the address as Internal Revenue Service, Cincinnati, OH 45999. An older IRS page on canceling an EIN lists Kansas City and Ogden addresses, so we confirm the current address when we prepare the letter. The IRS also says an EIN, once assigned, becomes that entity's permanent federal taxpayer ID number.
Closing bank, payment and state tax accounts
- Bank and payment accounts: settle final payments and refunds, withdraw the balance, then close Mercury, Wise, Payoneer, Stripe and any other accounts from inside each account. Download statements first.
- Sales tax permits: file final returns and close each permit so the state stops expecting returns.
- Records: the Form 5472 instructions require permanent books of account sufficient to support the return, so keep your records after closing.
Ending your registered agent
Keep your registered agent until the state has accepted the dissolution filing, because the agent receives legal and state mail up to that point. After the filing is accepted, cancel the service so it does not renew. If you use our registered agent service, we end it once the state confirms the dissolution.
What is included and what we need
- Included: a state-by-state checklist, preparation and filing of the state dissolution document, coordination of Texas tax clearance, the IRS account closure letter, state fees paid at cost, and filed documents saved to your portal.
- Not included: winding-up advice, debts or disputes, final Texas franchise tax calculations above the no tax due threshold, and the final Form 5472 (a separate service).
- We need: LLC name, state and filing number, EIN letter, member decision to dissolve, and confirmation that debts are settled.
Start your order, upload documents securely (see our security page), and our filing team prepares and submits the filings once your intake is complete. States publish few processing times; we quote only those they do, such as Florida's 2 to 3 business days for online posting.
Doing it yourself vs using us
You can file every state form above yourself for the state fee and write the IRS letter yourself for free. Our service suits owners outside the US who want the steps done in the right order: tax clearance before the Texas filing, taxes before the Delaware cancellation, and the final Form 5472 before the IRS letter.
Sources
- Wyoming Secretary of State: LLC Articles of Dissolution
- Delaware Division of Corporations: Certificate of Cancellation (domestic LLC)
- Delaware Division of Corporations: fee schedule (revised 1 August 2026)
- New Mexico Statutes: § 53-19-63 LLC filing fees
- Florida Division of Corporations: LLC fees
- Florida Division of Corporations: e-file LLC Articles of Dissolution
- Florida Division of Corporations: Articles of Dissolution form CR2E048
- Florida Department of Revenue: Registering Your Business (DR-1N)
- Texas Secretary of State: Form 651 instructions
- Texas Secretary of State: terminations and reinstatements FAQs
- Texas Comptroller: reinstating or terminating an entity
- IRS: Instructions for Form 5472
- IRS: Instructions for Form 1120
- IRS: Closing a business
- IRS: Canceling an EIN, closing your account
Fees, deadlines and rules on this page were last checked on 27 September 2026.