The most expensive way to close a company is to stop paying attention to it. An LLC you simply abandon keeps accruing state fees, keeps owing its federal filing, and racks up penalties against your name. Closing properly is a short, deliberate sequence.
Why “just stop” backfires
A dormant-but-not-dissolved LLC still owes its state annual report and its federal Form 5472 every year. Ignore them and the state eventually dissolves the company administratively — but often after late fees, and without ending the federal filing obligations cleanly. The penalties attach to the responsible party. You.
The clean sequence
- Settle and close accounts. Pay what’s owed, close the bank account, wind down Stripe and other rails.
- File a final federal return. Mark the final Form 5472 + pro-forma 1120 as final for the year, so the IRS knows there’s no next one.
- File Articles of Dissolution with the state. This is the step that actually ends the entity and stops the annual report clock.
- Settle the final state fee if one is due for the partial year.
- Keep the records. Retain the record book after dissolution — questions can arrive years later.
The point
Dissolution is cheap and quick; an abandoned company is neither. Doing the four filings in order is what makes the obligations genuinely stop — instead of quietly following you into next year’s penalty notice.
This resource is general information for non-U.S. owners of U.S. LLCs and was reviewed for accuracy in May 4, 2026. It is not legal or tax advice for your specific situation. Penalty figures are illustrative maximums published by the relevant agencies.