Closing an LLC: the complete checklist

Closing an LLC is not one step. It is a list of small tasks with the state, the IRS, your bank and the services the business used. Most of them are simple, but the order matters, and it is easy to forget one. Use this checklist to work through everything. Items marked (our packages) are handled by us. Everything else is your part, or your accountant's.

1. Before you file

• Get the members' approval. The members approve the dissolution as the operating agreement requires. For a single-member LLC, that is you. For a multi-member LLC, see dissolving a multi-member LLC.
• Check the LLC's standing with the state (our packages). Find out whether annual reports are filed and fees and franchise taxes are paid.
• Deal with anything overdue. Most states want the LLC in good standing before they accept a dissolution. Delaware requires its $300 annual LLC tax to be paid for every year, including the year of cancellation. If the state requires an overdue amount first, we get back to you about it before anything is paid. See dissolving an LLC with an overdue annual report.
• Find out how the LLC is taxed. Single-member or multi-member, default treatment or an election as an S or C corporation, US-owned or foreign-owned. This decides which final return the IRS expects.
• Talk to your accountant about the final return, if you have one.

2. The state filing

• File the state's dissolution document with the Secretary of State (our packages). The name differs by state: Certificate of Cancellation in Delaware, Articles of Termination in Arizona and Montana, Certificate of Termination in Georgia, Articles of Cancellation in Virginia, Statement of Dissolution in Colorado, and Articles of Dissolution in most others.
• Pay the state fee. With us, it is added at checkout at cost, as a separate line.
• Get the state's confirmation (our packages: we send it to you).
• Check for a later termination step. A few states have one; the states we cover do not.

Not sure about the terms? Read dissolution vs cancellation vs termination.

3. Wind up the business

• Pay the LLC's debts and any final bills.
• Collect what the LLC is owed, such as open invoices and payouts.
• Distribute what is left to the members. For a foreign-owned single-member LLC, this distribution is a reportable transaction on the final Form 5472.

4. The IRS

• File the final federal return (you or your accountant). Check the "final return" box where the form has one. We do not prepare or file tax returns or advise which one applies.
  • Single-member, US owner, default: the last year goes on your Form 1040 (Schedule C, E or F).
  • Multi-member, default (partnership): final Form 1065 and a Schedule K-1 for each member. For a calendar year, due March 15.
  • Taxed as an S corporation: final Form 1120-S and K-1s. Taxed as a C corporation: final Form 1120, and generally Form 966.
  • Foreign-owned single-member: Form 5472 with a pro forma Form 1120. The penalty for not filing is $25,000 per form, per year. See Form 5472 in the final year.
  • Foreign-owned multi-member: Form 1065, and forms 8804, 8805 and 8813 can apply. See dissolving a foreign-owned LLC.
• Confirm the due date with whoever files. When an LLC closes during the year, its final tax year may end early.
• File any missing returns from earlier years. The IRS will not close the account until all required returns are filed and taxes paid.
• Send the letter to close the EIN business account (Dissolution and EIN closure package). The IRS never cancels an EIN, but it closes the account. We prepare the letter for one signature and send it. See closing the EIN business account.
• Get the IRS confirmation by mail at the LLC's address on file. It can take several weeks.

More detail in our guide on the LLC final tax return.

5. Money and accounts

• Bank account: keep it open until the last payments are in and out, including the state fee, final bills and the distribution to members. Then close it and download the statements first.
• Stripe: wait for the last payouts and for any refund or dispute period you expect, export your reports, then close the account.
• PayPal: move the remaining balance out, download the transaction history, then close the account.
• Amazon or other marketplaces: stop selling, deal with remaining stock and open orders, wait for the final payout, download your reports, then close the seller account. See closing an Amazon seller LLC.
• Other services: cancel subscriptions, software, domains and payment processors that bill the LLC.

6. State tax accounts and licenses

• Close sales tax permits in every state where the LLC was registered to collect sales tax. A final sales tax return may be needed.
• Close state payroll accounts, if the LLC had employees.
• Cancel business licenses where relevant, such as city or county licenses.

These are separate from the dissolution and are your step. Rules differ by state, so check with each agency.

7. Records to keep

• The state's dissolution confirmation.
• The IRS letter confirming the closed business account.
• Copies of the final return and the returns from earlier years.
• Bank, Stripe, PayPal and marketplace statements.
• The operating agreement and the members' approval of the dissolution.
• The EIN assignment notice (CP 575), if you have it.

Many advisors suggest keeping the LLC's records for at least several years. Ask your accountant how long is right for you.

8. After the state confirms

• Cancel the registered agent, only now, not before. While the LLC exists, the state sends notices to the agent. Turn off auto-renewal. See cancelling the registered agent after dissolution.
• Keep a mailing address where the IRS can reach the LLC until the IRS confirmation arrives.
• Update anyone who still has the LLC on file, such as customers, suppliers or platforms.

What our packages cover

Overdue state fees or taxes are not part of any package. We are not a law firm or a CPA firm and do not give legal or tax advice. We work with a network of independent, licensed CPAs and tax advisors.

Last updated October 29, 2026. This guide is general information, not legal or tax advice. CloseLLCNow is not a law firm or a CPA firm.