US company dissolution for non-residents has three parts: the state filing that ends the company, the final returns with the IRS and, if you own it from India, the exit reported through your AD bank. We handle all three, so no fees or penalties keep running after you stop trading.
AT A GLANCE
| Who it is for | Indian founders and companies, and other non-residents, closing a US LLC or corporation they no longer need |
|---|---|
| What ends the company | Articles or a certificate of dissolution filed with the Secretary of State. A Delaware LLC files a certificate of cancellation |
| Before the state accepts it | Arrears must be cleared. In Delaware, all taxes due through the effective date must be paid and every annual franchise tax report filed first |
| Final IRS returns | Corporation: final Form 1120 or 1120-S with the final return box ticked. Multi-member LLC: final Form 1065 and final K-1s. Foreign-owned single-member LLC: a last Form 5472 with a pro forma Form 1120 (IRS guidance) |
| Form 966 | Filed by a corporation within 30 days after it adopts the resolution or plan to dissolve |
| Your EIN | The IRS cannot cancel an EIN, but it deactivates the account on request once all returns are filed and taxes paid |
| India-side filings | The closure is a disinvestment under FEMA: reported to RBI through your AD Category-I bank in Form FC, with any proceeds brought back to India. Overdue APR or FLA (for Indian company or LLP investors) filings should be cleared |
| How to start | Send us the company details: an adviser replies within 4 hours and books a free 30-minute call |
| Our fee | Quoted in writing in rupees before you pay. State fees and any arrears are charged at cost |
Closing a business is a hard decision, and it has to be done correctly. If a US corporation or LLC is dissolved improperly, the owners can keep facing state fees, tax bills and, in some cases, personal liability for years.
Stopping operations does not close the company. Until you formally dissolve the corporation or LLC with the state and file final returns with the IRS, the entity legally exists, and annual reports, franchise tax and registered agent fees keep falling due. Delaware, for example, will not accept a certificate of dissolution until all franchise taxes and annual reports are up to date.
We handle the paperwork, filings and clearances so the closure is complete and final. If an Indian company owns the US entity, we also report the closure to your AD bank under RBI's overseas investment rules, so nothing stays open on the India side.
Closing an LLC involves both state and federal steps. Our LLC dissolution service covers the whole process, from member approval to the final state filing.
We start with your operating agreement, because it usually sets out how members must approve a dissolution. We then prepare the documents your state requires, including the certificate or articles of dissolution, and make sure every member is notified and the vote or written consent is recorded as your agreement and state law require.
Assets must be distributed in the right order. Creditors are paid first, then members according to their ownership interests. Getting that sequence right protects members from claims after the LLC is dissolved.
Finally, we file the articles or certificate of dissolution with the state (in Delaware, an LLC files a certificate of cancellation) and obtain confirmation that the LLC is closed. Where your state requires or allows a published notice to creditors, we arrange that as well.
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Frequently Asked Questions
Approve the dissolution, clear any franchise tax and annual reports the state is owed, wind up the company's affairs and file the articles or certificate of dissolution with the Secretary of State. Then file the final IRS returns and report the exit through your AD bank. None of this needs a US visit: we make the filings remotely and send you only what needs signing.
It depends on how the company is taxed. A corporation files a final Form 1120 or 1120-S with the final return box ticked, and Form 966 within 30 days of adopting the plan to dissolve. A multi-member LLC files a final Form 1065 and final K-1s. A foreign-owned single-member LLC files a last Form 5472 with a pro forma Form 1120.
The company keeps existing and the bills keep growing. In Delaware, a missed annual report or franchise tax payment brings a $200 penalty plus 1.5% interest a month on the tax and penalty. The state can later void the company, but the arrears remain, and an unfiled Form 5472 carries a $25,000 IRS penalty. A formal dissolution stops all of this.
Yes. A US company owned from India is an overseas investment under FEMA, so closing it is a disinvestment. Your AD Category-I bank reports it to RBI in Form FC, which replaced the old Form ODI, and any money left after winding up must come back to India. Clear any overdue APR or FLA (for Indian company or LLP investors) filings first, because late reporting attracts a late submission fee.
Not until the arrears are paid. Delaware will not file a certificate of dissolution until all taxes due through the effective date are paid and every annual franchise tax report is filed, and many states have similar rules. We work out what is owed, include it in your quote at cost and then file the dissolution.
Usually not. Form 966 is filed by a corporation, including an LLC that has elected to be taxed as one, after it adopts a resolution or plan to dissolve. An LLC taxed as a partnership files its final Form 1065, and a foreign-owned single-member LLC files its last Form 5472 instead. We confirm the company's tax classification before choosing the forms.
The IRS cannot cancel an EIN, because it is the company's permanent federal taxpayer number, but it can deactivate the account. You send a letter with the company's legal name, EIN, address and the reason for closing, and the IRS acts only once all required returns are filed and taxes paid. We send that letter as the last step.
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