How to Close an LLC You Never Used
To close an LLC you never used, file your state's dissolution or cancellation form. Until you do, the LLC stays on the state's records and can keep owing annual reports, franchise taxes, or fees, even with zero income. If the LLC has an EIN, ask the IRS to close that account too.
An unused LLC still costs money. Zero activity doesn't mean zero obligations: you still owe annual reports, franchise fees, and a registered agent until you dissolve.
How do you close an LLC that never had any activity?
With no debts, employees, or open contracts, most of the "winding up" work is already done. You mainly need to:
- Confirm there are no loose endsNo open debts, bank balances, or contracts. Close any small business bank account.
- File your state's dissolution formThe Articles of Dissolution / Certificate of Cancellation for your state.
- File a final "zero" tax returnMark it final; close any state tax accounts and ask the IRS to close the account tied to the EIN (see below).
- Cancel registrationsAny DBA, licenses, or out-of-state registrations so fees stop.
Rather not file it yourself?
Paid link: we may earn a commission at no extra cost to you. It does not change the steps we recommend.
Bizee
Bizee is a business filing service that can handle the dissolution filing in most states. Its order form does not take every state, so pick yours there first, and check what the order includes and the total price before you pay. The tax, license and bank steps on this page still apply, and Bizee says it is not a law firm and does not give legal advice.
See Bizee's dissolution service ↗Paid linkLegalZoom
LegalZoom sells three dissolution packages that prepare the paperwork and file it with your state. Prices on LegalZoom's page on Oct 28, 2026, each plus state filing fees:
- Standard Dissolution, $299: Your Articles of Dissolution prepared and filed with your state, filing instructions and specialists for questions; an expedited option at checkout.
- Business Dissolution Manager, $799: Hands-on management, outstanding annual reports and reinstatements where required, a Secretary of State status evaluation, and unlimited phone and e-mail access.
- Business Dissolution Manager + Rush Filing, $899: The Business Dissolution Manager with rush filing.
Check the total at checkout before you pay.
See LegalZoom's dissolution packages ↗Paid linkWhat if the unused LLC has an EIN?
Many owners get an EIN (employer identification number) the day they form the LLC and then never use it. The IRS does not cancel an EIN: once assigned, it stays the permanent federal taxpayer ID of that entity. What the IRS can do is close (deactivate) the business account tied to it.
To close it, mail the IRS a short letter with:
- the LLC's complete legal name, EIN and business address
- the reason you want the account closed (for example, the LLC never started doing business)
- a copy of the EIN assignment notice the IRS sent you, if you kept it
If the LLC made tax payments, owes business taxes or received a notice to file a business tax return, the IRS closes the account only after every outstanding return is filed and the taxes owed are paid. If none of that ever happened, the IRS lists no other step before the letter.
Take the mailing address from the IRS page on the day you send the letter, because the two IRS pages below currently list different addresses. Closing the EIN account does not dissolve the LLC: the state filing above is a separate step, and the state can keep charging fees until it is done.
Sources: IRS: If you no longer need your EIN (page reviewed November 5, 2025) and IRS: Closing a business (page reviewed July 21, 2026), read October 2026. General information, not tax or legal advice: check with the IRS or a tax professional for your situation.
What does an unused LLC cost to keep open each year?
It depends on the state. In the states below we read the yearly charge on the agency's own page; the one-time dissolution fee is in the last column, so you can compare one year of keeping the LLC with closing it.
| State | Keeps costing you | What it is | One-time fee to dissolve |
|---|---|---|---|
| California | $800 a yearDue every year the LLC is organized in California, even if it does no business; an extra LLC fee applies above $250,000 of California income. | Annual LLC tax (Franchise Tax Board)read Oct 27, 2026 | $0 filing fee |
| Colorado | $25 a year (online)Late filing adds a $50 penalty. | Periodic report (Secretary of State)read Oct 27, 2026 | $10 (online only) |
| Delaware | $400 a yearDue by June 1; no annual report. Late payment adds a $200 penalty plus 1.5% interest per month. | Annual LLC tax (Division of Corporations)read Oct 27, 2026 | $220 |
| Georgia | $60 a yearLate filing adds a $25 penalty. | Annual registration (Secretary of State)read Oct 27, 2026 | $0 online, $10 service charge on paper |
| North Carolina | $200 a yearListed on the state fee schedule for limited liability companies. | Annual report (Secretary of State)read Oct 27, 2026 | $30 |
| Texas | $0 tax at or below $2,650,000 of revenueThe threshold is for 2026 and 2027 reports. A Public Information Report or Ownership Information Report is still due every year; missing it can bring a notice that the LLC will forfeit its right to do business in Texas. | Franchise tax report (Comptroller)read Oct 27, 2026 | $40 |
| Wyoming | $60 a year (minimum)The tax is $60 or two-tenths of one mill on the dollar of assets located in Wyoming, whichever is greater. | Annual report license tax (Secretary of State)read Oct 27, 2026 | $60 |
Other states charge their own annual report or franchise fees, and we add a row only after reading the amount at the agency. For any state, the state-by-state dissolution table has the filing fee and its source. Amounts change: confirm on the linked agency page before you pay.
Curious what the unused LLC has been costing you? Run the Cost-of-Waiting Calculator, then find your state's steps.
Closing an unused LLC: FAQ
Do I have to dissolve an LLC I never used?
Yes, if you want to stop the fees. An LLC with zero activity is still a live legal entity that owes annual reports, franchise fees, and registered-agent fees until you formally dissolve it.
Do I owe taxes on an LLC with no income?
You may still need to file "zero" federal and state returns until the LLC is closed, and some states charge a flat annual/franchise fee regardless of income (California's $800 is the classic example).
Can I just let an unused LLC lapse?
You can, but the state may administratively dissolve it while you still owe back fees and penalties, and you won't have properly wound up. Filing to dissolve is cleaner and usually cheaper.
These answers are general information, not legal, tax, or financial advice. Rules and fees change and vary by state: confirm current requirements with the relevant government agency and, for your situation, a licensed professional.