The company never really got going
Formed, maybe a bank account opened, but the US business never came. Even so, the obligations continue until the state records the dissolution.
Who it's for
For anyone whose US company has served its purpose.
The business is over
Sold, shut down or brought back to Europe. What's left is a company with an annual report, taxes and a Registered Agent.
You're restructuring
Two companies become one, or you're forming a new one in another state. Close the old one properly so it stops costing you money.
Someone else formed it
We also close companies formed by another provider and served by a different Registered Agent.
Three entity types, three fixed fees
What closing costs.
The fixed fee depends on the entity type, in Delaware, Florida, California, New York, Texas and Wyoming. State fees and any taxes the state still requires before closing are passed on at cost.
Legal form
Close an LLC
$1,250fixed fee
Members' resolution, state filing, state taxes and the letter to the IRS.
Close an LLC →Legal form
Close a limited partnership
$1,450fixed fee
General partners' resolution and signatures, state filing, state taxes and the letter to the IRS.
Close a limited partnership →Legal form
Close a corporation
$1,650fixed fee
Board and shareholder resolutions, Form 966 to the IRS within 30 days of the resolution, state filing and the letter to the IRS.
Close a corporation →Other states: fixed fee after review. Choose "Other state" when you order; we check what the state requires and quote you the price before we start.
Six states
What each state requires before closing.
Every state names the document differently and requires something different first. The table shows what the authorities in the six states require today. The fees are the state's own, with no markup.
| State | LLC | Limited Partnership | Corporation | Before filing |
|---|---|---|---|---|
| Delaware | Certificate of Cancellation, $220 | Certificate of Cancellation, $200 | Certificate of Dissolution, $224 | All Delaware taxes paid. LLCs and LPs pay the $400 annual tax for the full year in which the cancellation takes effect. A corporation pays its franchise tax and files all annual reports, including the final one. |
| Florida | Articles of Dissolution, $25 | Certificate of Dissolution, $52.50 | Articles of Dissolution, $35 | The law requires no tax clearance before filing. |
| California | Certificate of Cancellation, no fee | Certificate of Cancellation, no fee | Certificate of Election to Wind Up and Dissolve and Certificate of Dissolution, state fee | Franchise Tax Board: all returns filed, all taxes paid, the last return marked "final". The filing must follow within 12 months of the last return. A suspended company must be revived first. |
| New York | Articles of Dissolution, $60 | Certificate of Cancellation, $60 | Certificate of Dissolution, $60 | Corporation: written consent of the Tax Department (Form TR-960), and for New York City taxes also that of the Commissioner of Finance. An LLC needs no consent. |
| Texas | Certificate of Termination (Form 651), $40 | Certificate of Termination (Form 651), $40 | Certificate of Termination (Form 651), $40 | Certificate of Account Status from the Comptroller, required for every entity type. First, all franchise tax reports filed (the final report where required) and all taxes paid. |
| Wyoming | Articles of Dissolution, $60 | Certificate of Cancellation, $60 | Articles of Dissolution, $60 | No tax certificate. The company must be active and in good standing with the Secretary of State. |
Sources: Delaware Division of Corporations (fee schedule of August 1, 2026, forms), 6 Del. C. §§ 17-1109, 18-1107, 8 Del. C. § 277; Florida Statutes 605.0213, 607.0122, 620.1109 (2026); California Secretary of State (LLC-3, LLC-4/7, LP-4/7), Franchise Tax Board (Tax News 7/2026, Pub. 1038); New York Department of State, Department of Taxation and Finance; Texas Secretary of State (Form 651), Comptroller of Public Accounts; Wyoming Secretary of State. Accessed October 22, 2026.
How it works
Seven steps to a recorded closure.
The order is almost the same everywhere. How long it takes is up to the authorities; where they state a deadline or processing time, you'll find it here. Where they don't, neither do we.
01ReviewAfter you orderWe check what's still open: annual reports and taxes with the state, IRS returns, accounts, employees and contracts. Then you know what the closure will cost in state fees and taxes.
02ResolutionCorporation: Form 966 within 30 daysThe members, the board and shareholders, or the general partners resolve to dissolve. We prepare the resolution and you sign electronically. A corporation reports the resolution to the IRS on Form 966, within 30 days according to the IRS.
03State taxesTexas: certificate valid until December 31Where the state requires it, we obtain the certificate or consent of its tax authority: in Texas the Certificate of Account Status, in New York the Tax Department's consent for a corporation. In Delaware we pay the outstanding taxes before filing, at cost.
04State filingWyoming: up to 15 business daysWe file the state's document and send you the recorded copy. Wyoming states up to 15 business days for processing after receipt; Delaware, Florida, New York and Texas give no fixed timeframe.
05Final tax returnFor the year of closureFor the year in which the company ends, the IRS requires a final return marked "final". You book it as a separate service, see below. In California the state filing must follow within 12 months of the last return.
06Close the EIN accountAfter all returnsWe write to the IRS with the company's name, EIN, address and the reason. The IRS only deactivates the EIN once all returns are filed and all taxes are paid. It cannot delete the number; it remains this company's tax ID.
07Registered Agent, annual package, accountsThe final stepThe Registered Agent and the annual package end with the closure. For your bank accounts and payment providers, we give you written instructions; closing them is up to you.
Sources: IRS, Closing a business (as of July 21, 2026), If you no longer need your EIN (as of November 5, 2025), Form 966; Texas Comptroller, Reinstate or Terminate; Wyoming Secretary of State; California Franchise Tax Board. Accessed October 22, 2026.
The final return
You book the final tax return separately.
The final federal tax return is not part of the fixed fee, because it depends on your company. You book it as a separate service, just like every year:
Single-member LLC with a foreign owner
Pro forma Form 1120 with Form 5472, in the final year too. According to the IRS, amounts paid out to you on dissolution belong on Form 5472.
Zero tax return for LLCs →Corporation
Year-end financial statements and Form 1120 for the final year, with Form 5472 if a foreign person holds at least 25 percent.
Corporation year-end accounts →Multi-member LLC or LP
Form 1065 marked as "final return", and every Schedule K-1 marked as "final K-1".
Tax return for LLCs and LPs →Not included in the fixed fee: state fees and any taxes the state requires before closure, both passed on at cost. If annual reports from previous years are missing or the state has already struck off the company, we tell you the cost up front.
Questions
Questions about closing a US company.
How much does it cost to close a US company?
Our fixed fee depends on the entity type: LLC $1,250, Limited Partnership $1,450, Corporation $1,650. On top come the state fees and any outstanding state taxes at cost, listed by state in the table. You book the final federal tax return as a separate service.
How long does closing take?
That is up to the authorities. Wyoming quotes up to 15 business days for the filing; Delaware, Florida, New York and Texas give no fixed timeframe. It takes longer where the state first requires a certificate or approval from its tax office, and the IRS only closes the EIN account after the final return.
Do I still have to pay in Delaware if the LLC never did any business?
Yes. Every LLC and every Limited Partnership in Delaware owes the annual tax of $400, regardless of business activity. The full tax for the calendar year in which the cancellation takes effect is due before filing. So if you cancel in January, you pay for the whole year.
What is the difference between dissolution, cancellation and termination?
They are the names different states give to the same step: in Delaware, an LLC closes with a Certificate of Cancellation and a corporation with a Certificate of Dissolution, while in Texas all three entity types close with a Certificate of Termination. We choose the right document for your state.
What happens to the EIN?
The IRS cannot delete an EIN, only deactivate it; the number remains your company's tax ID. To do this, we write to the IRS with the company's name, EIN, address and the reason. It is only deactivated once all returns are filed and all taxes are paid.
Do I still need a final tax return?
Yes. The IRS requires a final return for the year in which you close the company. For a single-member LLC with a foreign owner, that is the pro forma Form 1120 with Form 5472; according to the IRS, payments on dissolution must be included. The IRS charges a penalty of $25,000 for a missing Form 5472.
What happens if I just leave the company dormant?
The obligations keep running: annual reports, state taxes and IRS returns. In Delaware, a late annual report for a corporation costs a $200 penalty, and unpaid taxes accrue 1.5 percent interest per month.
Do you also close companies you didn't form?
Yes. All you need are the company documents and the EIN. You cancel your current Registered Agent once the closure is registered; we'll tell you when.
What is tax clearance, and do I need it?
Some states only register the closure once their tax office confirms nothing is outstanding. In Texas, for every entity type, that is the Comptroller's Certificate of Account Status; a printout from the website is not enough. In New York, a corporation needs the Tax Department's consent, an LLC does not. In Delaware you pay the taxes before filing, California requires all returns, and Florida and Wyoming require no certificate.
What happens to my bank account and payment providers?
You close them yourself before the company ends, so remaining balances can still be paid out to you or your company at home. We give you written instructions on the order to follow and which documents to keep.
Do the Registered Agent and annual package end automatically?
Yes, with the closure. If both are with us, we simply stop renewing. If your Registered Agent is elsewhere, we tell you when you can cancel.
My company is in a different state.
Then we first check what that state requires and quote you a fixed fee before we start. When ordering, choose "Other state".
