I need help dissolving an LLC a couple of friends and I created. It seems as though we jumped into this much too quickly and unfortunately, things did not go as we had planned.

I am in the U.S. and used LegalZoom to file. They filed with both the state I am in (Colorado) and with the IRS.

We filed only a month ago and had no business expenses, no assets, and made absolutely no revenue.

I have not filed anything with the IRS besides the SS-4 to receive an EIN. I have also not activated payment with the EFTPS. I am not filed as an S-Corp.

What do I do to dissolve the LLC? All of the owners are in agreement to dissolve so there is no issue there. What forms do I have to fill out? Do any of us have to claim this business on our personal tax returns next year? How do I file for dissolution with the IRS? If I do have to pay any taxes, how do I calculate them (for both the business and personal returns)?


The state is Colorado. We are registered there and paid the appropriate amount ($50) and have received conformation of our filing.

Also, the IRS says they require a Letter of Dissolution to close an EIN. What exactly should this entail? Their website says Name of Business, EIN, and reason for closure, but I want to make sure there is nothing that we miss.

What are some things we should look out for with closing an LLC?

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    Some states require LLCs to pay an annual fee to register with the State. So you might have business expenses even if you do not have any revenue or conduct any business. Commented Sep 22, 2013 at 13:24
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    as an fyi, it is never wrong to send in the requested information. If they require more, they will ask. If you had 0 revenue, you can (should?) file a zero return to make the IRS happy and not look for a back audit but otherwise, sending in the 3 things requested will be sufficient. Commented Sep 24, 2013 at 13:12

1 Answer 1


Forms for the Colorado LLCs are online. You can find the link to the dissolution form here, and instructions here.

IRS instructions are here. That's what they want:

To close your business account, send us a letter that includes the complete legal name of the entity, the EIN, the business address and the reason you wish to close your account. If you have a copy of the EIN Assignment Notice that was issued when your EIN was assigned, include that when you write to us at:

Internal Revenue Service Cincinnati, Ohio 45999

Everything is pretty straight forward.

Note that you might be required to file a initial/final tax return if you had any transactions.

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