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Keeping the company in good standing · A term for founders abroad

What is a certificate of cancellation?

dissolution. The filing that ends a Delaware LLC; Wyoming's equivalent is articles of dissolution. Closing the state record doesn't close the IRS account.

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Checked against the IRS's instructions and the states' own rules. Reviewed by Saais Patel, compliance reviewer.

Topic
Keeping the company in good standing
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Saais Patel

Term 17 of 105 in the glossary, filed under C.Delaware Division of Corporations: fee schedule

01 · Explained

Certificate of Cancellation, for a founder abroad.

Closing an LLC properly ends with a state filing: a certificate of cancellation in Delaware, for $220 once every tax is paid, or articles of dissolution in Wyoming, for $60. When the state records it, the company ends under state law.

It doesn't end the federal side. A final Form 5472 with the pro forma 1120, marked final, covers the last year, and a letter to the IRS asks it to close the business account. Time it well: Delaware doesn't prorate, so a company still on its records on 1 January owes that year's tax.

Sources: Delaware Division of Corporations: fee schedule; IRS: closing a business.

Read next · guide · 3 minClosing a US LLC properly: the state filing, the final tax forms and the EIN
02 · Questions

What founders ask next.

How do I close my US LLC?
Settle its debts, bring the state up to date, file the cancellation or dissolution, file the final federal forms, close the accounts and write to the IRS. Closing a US LLC has the order.

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It takes about four minutes. You see the whole order, Wyoming fee included, before anything is charged.

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