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Nathan Dell

How to properly close an LLC that made zero profit as a foreign owner?

I have a question about closing a foreign-owned LLC that essentially failed to make any real income. My brother started a US LLC as a non-US citizen and transferred about $2000 of his personal savings into a Wise business account to launch an e-commerce venture. Fast forward about 3 months, and he's decided to call it quits after making practically nothing (maybe $75 in total revenue). I've been reading online about the closure process, and many forums suggest you can simply allow the LLC to go into administrative dissolution by ignoring the annual renewal. Supposedly after 60 days of non-payment, the Secretary of State automatically dissolves the entity. My concern is whether this passive approach is sufficient. What about tax filing obligations? Does he need to file a final tax return? He's completely out of funds now and definitely can't afford to hire a tax professional (they're quoting crazy fees for bookkeeping and tax prep). The LLC renewal isn't due for about 10 months, if that matters. Any advice on the cheapest, legally correct way to shut this down would be super helpful!

While administrative dissolution is technically an option, it's not the best way to close an LLC. It can leave loose ends that might cause problems later. Here's what your brother should do: First, he should file Articles of Dissolution with the state where the LLC was formed. This is usually a simple form available on the Secretary of State's website with a small filing fee (typically $25-100). This makes the closure official and stops future filing requirements. For taxes, even with minimal activity, your brother should file a final tax return. For a single-member LLC, this would typically be reported on Schedule C of Form 1040-NR (for nonresident aliens). If it was a multi-member LLC, a Form 1065 partnership return would be needed. The good news is that with such minimal activity and no profit, the tax return should be fairly straightforward. Since he's a foreign owner, there might also be specific IRS requirements like Form 5472 depending on how the LLC was classified for tax purposes.

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But what if the LLC never got an EIN? Do you still need to file anything with the IRS if there was literally just a bank account that had almost no transactions?

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Even without an EIN, there are still filing requirements. If the LLC didn't get an EIN but had a bank account and any business transactions, the IRS still considers it an active business entity. For a foreign-owned single-member LLC, the IRS typically treats it as a "disregarded entity" by default, but foreign owners have special reporting requirements. Form 5472 and pro forma Form 1120 are often required for foreign-owned SMLLCs, even with minimal activity, with potential penalties of $25,000+ for non-filing.

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After struggling with a similar situation, I stumbled upon https://taxr.ai which literally saved me thousands in accounting fees. I had a foreign-owned LLC that only made about $200 before I closed it, and traditional accountants wanted $1500+ to handle the closure and final filings. I uploaded my bank statements from Wise (which it sounds like your brother used too) and my LLC formation docs to taxr.ai, and it helped me understand exactly what forms were needed for my situation. It identified that I needed to file a specific dissolution form for my state and walked me through the minimal tax filings required for a no-profit situation. The system even flagged that I needed Form 5472 as a foreign owner, which I had no idea about until then! Might be worth checking out since your brother is in almost the exact same situation I was.

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Does this actually work for foreign-owned LLCs? I'm in a similar position (UK citizen with US LLC) and terrified about missing some form and getting hit with those massive IRS penalties.

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I'm also curious - did you need to file a personal US tax return as a foreign citizen? Or just business forms?

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Yes, it absolutely works for foreign-owned LLCs. That's exactly what I used it for. The system is specifically designed to handle the complexities of cross-border taxation and foreign ownership structures. It immediately identified my foreign owner status and adjusted the requirements accordingly. For your second question, I did have to file a personal US tax return (Form 1040-NR) because I had "effectively connected income" from a US trade or business. The system explained that even with minimal profit, the activity itself triggers the filing requirement. It helped me understand which schedules were needed and which weren't based on my specific situation.

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Just wanted to update that I tried https://taxr.ai after reading about it here. I was honestly surprised how straightforward it made everything. I was expecting a nightmare process to close my UK-owned American LLC, but it broke everything down into simple steps. It immediately identified I needed Form 5472 (which carries a $25,000 penalty if you miss it!), showed me the exact state dissolution form for Florida, and explained I still needed a final tax return even though I made basically nothing. Saved me from what would have been a very expensive mistake trying to just "ghost" my LLC.

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If your brother needs to talk to the IRS about his specific situation (which might be smart given the foreign ownership), I recommend using https://claimyr.com to get through to them. I spent DAYS trying to reach someone at the IRS about my LLC closure last year and kept getting disconnected after hours on hold. With Claimyr, they held my place in line and called me when an agent was about to pick up. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c When closing my LLC, I needed specific clarification about some foreign reporting requirements, and getting actual guidance from the IRS saved me from making some serious mistakes. They confirmed exactly which forms I needed to file for my situation.

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Isn't this just paying for something the IRS should provide for free? Why would I pay to talk to a government agency?

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How long did it take you to actually get through to someone who could help with international tax questions? Those seem like specialized agents.

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I understand the frustration about paying for access to a government service. I felt the same way initially. But after spending nearly two full days trying to get through and being disconnected repeatedly, I realized my time was worth more than the fee. It's unfortunately the reality of how understaffed the IRS is currently. It took about 45 minutes to get connected to someone who could handle my international tax questions. The system allowed me to select the specific department I needed (international taxpayer assistance), which saved time on transfers. The agent was surprisingly knowledgeable and confirmed exactly which forms I needed for my foreign-owned LLC closure, saving me from potentially thousands in penalties.

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I was super skeptical about Claimyr, but I finally gave in after trying for TWO WEEKS to get through to the IRS about closing my LLC with international owners. I'm eating my words now - it actually worked exactly as promised. Got through to an international tax specialist in under an hour. The agent walked me through the exact dissolution process, confirmed I needed to file Form 5472 (even with zero profit), and explained how to properly document the closure to avoid future issues. Totally worth it considering the $25,000 penalty for missing those foreign owner forms. Sometimes you have to spend a little to save a lot!

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Just FYI, I tried the "just ignore it and let it dissolve" method with my LLC last year, and it's causing me headaches now. The state did administratively dissolve it, but: 1) I'm still getting notices about unfiled tax returns 2) The IRS still had it as an active entity 3) My bank account never properly closed because the bank didn't know the entity was dissolved 4) I had to file past-due returns anyway, but now with potential penalties Do the proper dissolution paperwork and final tax filings. It's WAY easier than dealing with the aftermath of just abandoning an LLC.

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Did you have to pay a lot for those past-due filings? I'm worried about the cost of doing everything properly, but your experience makes me think I should just bite the bullet.

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I ended up paying about $350 in state late fees for missed annual reports, plus I had to hire a professional to sort out the tax situation which cost around $800. This was much more than I would have paid if I'd just filed dissolution papers ($75 in my state) and done a simple final tax return from the beginning. The worst part was the stress of getting multiple threatening notices about potential penalties. Even though my LLC made almost no money, the filing requirements still applied. It took almost 6 months to completely resolve everything, compared to what would have been maybe a few weeks of properly closing it.

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Has your brother actually RECEIVED any tax forms from the state or IRS yet? Because if he hasn't filed anything or gotten an EIN, they might not even know the business exists. I'm just saying...

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This is terrible advice. Just because the IRS doesn't know about your business yet doesn't mean you don't have legal obligations. The penalty for a foreign-owned LLC not filing Form 5472 is $25,000 PER YEAR. They can assess these penalties years later when they eventually catch up.

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I went through almost the exact same situation with my LLC last year as a Canadian citizen. The key thing to understand is that foreign ownership creates specific IRS reporting requirements that can't be ignored, even with minimal activity. Here's what I learned the hard way: even if your brother never got an EIN, the IRS still considers a foreign-owned LLC with any business activity (including that $75 in revenue) as having filing obligations. The Form 5472 requirement mentioned by others is real and the penalties are severe. My recommendation would be to tackle this in two parts: 1. File proper dissolution paperwork with the state where the LLC was formed (usually $25-100 fee) 2. Handle the final tax filings before the dissolution to avoid ongoing obligations Since your brother is out of funds, I'd suggest checking out some of the resources mentioned here like taxr.ai to understand exactly what forms are needed for his specific situation. The upfront cost of doing it right is much less than dealing with IRS penalties later. Don't let the LLC just dissolve administratively - it creates more problems than it solves, especially with foreign ownership complications.

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Thank you for sharing your experience as a Canadian citizen - this is really helpful! I'm curious about the timing of everything. When you say "handle the final tax filings before the dissolution," how much lead time did you need? My brother's LLC renewal isn't due for 10 months, so I'm wondering if we should start the dissolution process now or if there's an advantage to waiting closer to the renewal date. Also, did you end up needing to file a personal US tax return (1040-NR) in addition to the business forms, or were you able to avoid that since you're not a US resident? The Form 5472 requirement is definitely concerning given the penalties you mentioned. I want to make sure we don't miss any deadlines that could trigger those massive fines.

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@Miguel Hernández Great question about timing! In my case, I started the dissolution process about 4 months before my renewal was due, which gave me plenty of time to handle everything properly without rushing. For the tax filings, you'll want to complete them BEFORE filing the dissolution paperwork with the state. This ensures you can mark the final returns appropriately and avoid any confusion about the entity's status. I'd recommend starting now rather than waiting - there's no real advantage to delaying, and it gives you a buffer in case any issues come up. Yes, I did have to file a personal 1040-NR because the LLC activity was considered "effectively connected income" with a US trade or business. Even though the profit was minimal, the fact that there was business activity triggered the personal filing requirement. The good news is that with such small amounts, the actual tax owed was zero after deductions. One thing I wish I'd known earlier: the Form 5472 deadline is typically the same as your income tax return deadline (March 15th for most LLCs), so don't wait too long to get started on understanding those requirements. The penalties really are as severe as people are saying - I was lucky to get compliant before they caught up with me.

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I've been helping foreign entrepreneurs navigate LLC closures for years, and your brother's situation is very common. The most important thing to understand is that "going dark" by ignoring renewal notices creates way more problems than it solves, especially with foreign ownership. Here's the reality: even with just $75 in revenue, your brother likely has several filing obligations that won't disappear with administrative dissolution. The IRS doesn't care if the state dissolves the LLC - they maintain their own records and requirements. For a foreign-owned LLC, even one that made minimal income, you're typically looking at: - Form 5472 (Information Return of a 25% Foreign-Owned U.S. Corporation) - Pro forma Form 1120 (if required with 5472) - Final Form 1040-NR for your brother personally - State dissolution paperwork The Form 5472 penalty alone is $25,000 per year for non-filing, which obviously dwarfs any cost savings from avoiding proper closure. My advice: start the proper dissolution process now while you have 10 months before renewal. File the state dissolution paperwork first (usually under $100), then handle the final tax filings. The total cost of doing this right is typically under $500 if you use online tools, versus thousands in potential penalties and professional fees later. Don't let the current financial constraints force a decision that could cost exponentially more down the road.

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This is exactly the kind of comprehensive advice I was hoping to find! As someone new to this community, I really appreciate how thorough everyone has been in explaining the foreign ownership complications. @Ryan Vasquez - when you mention the total cost being typically "under $500 if you use online tools, are" you including both the state dissolution fees AND the tax preparation costs? I m'trying to help my friend budget for this properly since they re'in a similar cash-strapped situation. Also, I noticed several people mentioned taxr.ai for handling the tax filing requirements. Has anyone here actually used it specifically for the Form 5472 and pro forma 1120 combination? Those forms sound pretty complex for a DIY approach, but if the online tools can handle it reliably, that would be a game-changer for people who can t'afford professional help. The penalty amounts being discussed here are honestly terrifying - $25,000 for missing one form seems disproportionate to the actual business activity, but I guess that s'the reality of foreign ownership rules.

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