How to Close a Wyoming LLC owned by a non resident foreigner?

Dissolving a Wyoming LLC depends on its structure and tax classification. Specifically, the process differs between:

- A Single-Member Wyoming LLC taxed as a foreign-owned U.S. disregarded entity, and

- A Multi-Member LLC taxed as a partnership.

Key factors affecting the dissolution process include:

- The LLC Operating Agreement

- The State of Formation (Wyoming)

- The IRS tax classification

This guide focuses on dissolving a foreign-owned, single-member Wyoming LLC taxed as a disregarded entity for U.S. tax purposes.

1. Reviewing the LLC Operating Agreement

The first step in dissolving a Wyoming LLC is consulting the Operating Agreement, which outlines the procedure for dissolution. This document governs how and when an LLC can be dissolved by its members.

For a single-member LLC, this step is typically straightforward since no other members need to approve the dissolution.

2. Filing for Dissolution with the Wyoming Secretary of State

Once you decide to close the LLC, you must formally dissolve it with the Wyoming Secretary of State by filing the Articles of Dissolution.

- Filing Method: The state requires submission via mail (USPS, FedEx, DHL, etc.) with an ink-signed document.

- State Filing Fee: $60.

- Online Filing Option: We can handle this process electronically—contact us for details.

3. Administrative Dissolution (Alternative Option)

Some LLC owners choose to let the Wyoming Secretary of State administratively dissolve the company by not paying the annual report fee.

- If the LLC fails to file its Annual Report by the due date, the Secretary of State will dissolve the company automatically after 60 days.

- However, this method may not be ideal if you need official dissolution records for tax or compliance purposes.

4. Closing Your IRS EIN Account

IRS EIN Cancellation & Final Information Return

Once the Wyoming LLC is dissolved, the Responsible Party must close the EIN account with the IRS by:

1. Filing the Final Form 1120 Pro Forma and Form 5472 (for foreign-owned disregarded entities).

2. Attaching a letter stating this is the final return.

3. Including a copy of the approved Articles of Dissolution.

4. Sending a letter to the IRS requesting EIN cancellation.

Important: The LLC must be in good standing with the IRS before closing its EIN. This means all prior tax filings must be up to date.

Timing Considerations for EIN Closure

Proper tax planning is crucial when dissolving a Wyoming LLC to avoid unnecessary delays.

For example:

- If you planned to dissolve the LLC in early 2025 after filing tax forms for 2024, but you withdraw funds from the LLC in January 2025, this creates a "reportable transaction" for 2025.

- As a result, your final tax year would be 2025, and you would need to file another tax return in 2026 before closing the EIN.

Recommendation: To avoid extending the closure process, ensure all funds are withdrawn and financial activities are concluded before the end of the intended final tax year.

Need help?

Dissolving a Wyoming LLC involves state and federal steps, and timing is critical to avoid unnecessary tax filings. If you need assistance with the dissolution process, including filing the Articles of Dissolution electronically, handling IRS filings, or planning the wind-up efficiently, contact us today.