Dissolving an LLC is not just filing a form with the state. You must bring the state's annual tax or report up to date, file the final forms with the IRS, pay creditors, close the accounts, repatriate the balance with its exchange-control record and reflect the closing in your Colombian income tax return and foreign assets declaration. Ligal organizes the full route, with lawyers, accountants and ex-DIAN experience.
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At the state level, the LLC is dissolved and wound up, and then its existence is canceled. In Delaware, the LLC is dissolved on the grounds of section 18-801 of its LLC Act, winds up its affairs and files the certificate of cancellation provided for in § 18-203; in winding up it must pay or make reasonable provision for its obligations, including contingent ones and claims likely to arise within 10 years (§ 18-804). Delaware's annual tax is US$ 400 and is due on June 1 (§ 18-1107): if the LLC's existence will end through a certificate, the full amount of the tax for the year in which the certificate becomes effective must be paid before filing it, and unpaid tax bears interest of 1.5% per month plus a US$ 200 penalty. In Wyoming, articles of dissolution are filed (W.S. 17-29-702); the Secretary of State's form costs US$ 60 and requires the entity to be active and in good standing, and the annual report involves a fee of US$ 60 or 0.02% of the assets located and employed in Wyoming, whichever is greater. In Florida, articles of dissolution are filed (Fla. Stat. 605.0707; US$ 25 fee) and the annual report costs US$ 138.75 if filed by May 1, with a US$ 400 late fee if filed after.
With the IRS, a single-member LLC owned by a foreign person and treated as a disregarded entity has no income tax return requirement, but must file a pro forma Form 1120 with Form 5472 attached when it had reportable transactions; the IRS instructions include in Part V amounts paid or received in connection with the formation and dissolution of the entity, including contributions and distributions. Failing to file that form carries a US$ 25,000 penalty, plus US$ 25,000 for each 30-day period after 90 days from the IRS notice. The IRS also states that to close a business you file a final return for the year of closing, pay the tax owed and cancel the EIN by letter, and that it will not close the account while returns or taxes are outstanding. In Colombia, the cancellation of a previously registered Colombian investment abroad is reported to Banco de la República through the declaration of cancellation of international investments in the Foreign Exchange Information System (Circular DCIP-83, num. 7.3.4); and the annual declaration of foreign assets (Tax Code, Art. 607, form 160) covers assets held on January 1 of each year when their asset value exceeds 2,000 UVT. For the LLC under Colombian income tax see declaring the LLC, and for the ECE regime (Tax Code, Art. 882 ff.) see the ECE regime.
Keys to closing an LLC
Ligal organizes the closing from start to finish: the review of what the LLC owes, the sequence of steps in the US and the Colombian side (exchange-control and tax), without promising results.
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We review the state, year of formation, operating agreement, accounts, current contracts, the state's annual reports and taxes and the IRS forms filed or pending. We identify what is owed and what must be fixed before dissolving.
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We define the order: bring the state up to date, approve the dissolution, pay or provide for obligations, file the final IRS forms, file the cancellation or dissolution with the state, close accounts and cancel the EIN. Each state has its own form and fee.
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Jeysson Pulido and LIGAL Auditores quantify what is distributed and repatriated, and we review the registration of the investment and its cancellation before Banco de la República and the effect on the Colombian income tax of the closing year.
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We review the annual foreign assets declaration and the ECE regime, and if the LLC went years without being reported in Colombia or without IRS forms, we assess how to regularize before closing and whether that requires other actions.
Closing an LLC from Colombia combines state company law, IRS forms, exchange-control rules and Colombian tax. At Ligal the same team handles it.
Director · Tax lawyer, ex-DIAN
Leads the legal strategy from start to finish: the closing sequence, the tax and exchange-control effect in Colombia and regularization before DIAN if needed.
Accountant · Quantification and traceability
Reconstructs the LLC's flows, quantifies what is distributed and repatriated and prepares the support for the income tax return and foreign assets.
Certified public accountants
Accounting and technical support to reconcile the LLC's books with what is declared in Colombia.
Annual taxes and reports keep running with interest and penalties, the IRS can penalize an omitted Form 5472 and, while it exists, you keep obligations in Colombia. An orderly dissolution costs less.
In winding up, obligations must be met before distributing what remains (Delaware, § 18-804). And the transfer to Colombia needs its exchange-control and tax support; an informal withdrawal leaves a gap before DIAN.
Without the statements and support of the movements, reconstructing the origin and destination of the funds before Banco de la República or DIAN becomes costly. Keep the records.
With the LLC in hand, the first step is to know what state it is in, whether it is current with the state and the IRS, whether it has accounts, a balance or contracts, and how it was registered and reported in Colombia. With that map, the closing order is defined and each form is prepared. Ligal organizes the full route, from dissolution to income tax, the exchange-control record and the foreign assets declaration. Juan Santiago Rodríguez Prieto, tax lawyer and ex-DIAN, leads the strategy together with accountant Jeysson Pulido and LIGAL Auditores (certified public accountants). The team, with lawyers, accountants and direct experience inside DIAN, handles real cases of tax audits, enforced collection and tax litigation.
Please note: each case depends on its state, its structure and its history. Ligal assesses the situation and defines the route without promising results.
Director
Juan Santiago Rodríguez Prieto
Tax lawyer · Ex-DIAN
Each year that passes the LLC can add taxes, interest and pending forms. We assess your case within 48 business hours. Use the form or open Diagnosis.
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TodayWe review the formation documents, operating agreement, statements, IRS forms and the support for what was reported in Colombia.
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48 business hWe determine what is owed to the state and the IRS, what balance there is, how the investment was registered and what is missing in income tax and foreign assets.
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ImmediateWe define the order of steps in the US and in Colombia, the documents for each and who files them.
Frequently asked questions
In general terms: (1) review what the LLC owes the state and the IRS and bring it up to date; (2) approve the dissolution under your operating agreement; (3) wind up: pay or provide for obligations and distribute what remains; (4) file the final IRS forms; (5) file the dissolution or cancellation with the state; (6) close the accounts and cancel the EIN; and (7) reflect the closing in Colombia: exchange-control record, income tax and foreign assets. The exact order depends on the state and the LLC's history.
Costs and risks continue. In Delaware the US$ 400 annual tax is due June 1 and, if unpaid, bears interest of 1.5% per month and a US$ 200 penalty; the certificate of formation is canceled if the tax is unpaid for 3 years (§§ 18-1107 and 18-1108). In Wyoming the entity is deemed delinquent and, if the annual report is not filed within 60 days after the due date, it is administratively dissolved, with reinstatement possible only within two years. In Florida the annual report is due May 1 with a US$ 400 late fee and, if not filed by the third Friday of September, the entity is administratively dissolved. With the IRS, an omitted Form 5472 carries a US$ 25,000 penalty. An administrative dissolution is not the same as an orderly closing: do not assume the debts disappear.
Delaware: file the certificate of cancellation after dissolution and winding up (§ 18-203), first paying the full annual tax for the closing year (§ 18-1107). Wyoming: file the articles of dissolution (W.S. 17-29-702); the Secretary of State's form states a US$ 60 fee, certifies compliance with the LLC Act and requires the entity to be active and in good standing. Florida: file the articles of dissolution (Fla. Stat. 605.0707), with a US$ 25 fee according to the Department of State. Fees and forms change; confirm them with the authority before filing.
It depends on how the LLC is classified for federal purposes (partnership, corporation or disregarded entity). For a single-member LLC owned by a foreign person and treated as a disregarded entity, the IRS requires a pro forma Form 1120 with Form 5472 attached when there were reportable transactions, and its instructions include in Part V amounts paid or received for the formation and dissolution, including contributions and distributions. If it has several members and is taxed as a partnership, the IRS states to file the Form 1065 for the closing year checking the final return box. In all cases you must pay what is owed and, to cancel the EIN, send a letter to the IRS (Cincinnati, OH 45999); the IRS will not close the account if returns are unfiled or taxes unpaid. As a practical matter, the final return box is usually checked on the pro forma Form 1120 as well; confirm it for your case.
In Delaware yes, as to the closing year: if the LLC's existence ends through a certificate, the full amount of the annual tax for the year in which it becomes effective must be paid before filing it (§ 18-1107). In Wyoming, the articles of dissolution form requires the entity to be active and in good standing with the Secretary of State. In any case the practical principle is the same: bring the state up to date so you can close without obstacles, and confirm the account status with the authority.
The LLC's obligations come first: under Delaware law, on winding up, assets are distributed first to creditors, paying or making reasonable provision for their claims (§ 18-804), and only afterwards to the members. What remains is distributed to the member and the account is closed. Before closing it, keep the statements and support for the movements, because they will serve before Banco de la República and DIAN. When and how the balance is sent to Colombia should be planned together with the tax and exchange-control steps.
There are two topics. Exchange control: if the investment was registered with Banco de la República, its cancellation is reported through the declaration of cancellation of international investments in the Foreign Exchange Information System (Circular DCIP-83, num. 7.3.4); cancellation only proceeds if there is a prior registration. Tax: what is received from the LLC must be treated according to its nature (invested capital, distributed profits or gain) and reflected in the year's income tax return; how each component is classified depends on the structure and on whether the LLC fits the ECE regime, and must be calculated with support. Ligal reviews both.
The year's income tax return reflects the result of the closing and what was received. The annual foreign assets declaration (Art. 607 Tax Code) covers assets held on January 1 of each year, and is required only when their asset value exceeds 2,000 UVT; so, if you held the interest in the LLC on January 1 of the closing year and it exceeded that threshold, it must be declared for that year even if the LLC is closed later. This reading is drawn from the text of the article and should be confirmed for your case.
Normally yes, but first what is pending must be measured and regularized: IRS forms not filed, the state's annual reports and what was not reported in Colombia. Closing without that review can leave debts or inconsistencies before DIAN and the IRS. Ligal assesses the case, quantifies the risk and defines how to regularize before closing.
Ligal is a firm specialized in tax law and international planning. Under the direction of Juan Santiago Rodríguez Prieto, tax lawyer and ex-DIAN, together with accountant Jeysson Pulido and LIGAL Auditores (certified public accountants), we combine the legal analysis with accounting reconciliation and organize the closing from start to finish: the roadmap in the US, the exchange-control record and income tax and foreign assets in Colombia. Our work is backed by 5.0 / 5 on Google with 36 reviews: https://share.google/VVzMvULrOj8Mj52Au. The team handles real cases of tax audits, enforced collection and tax litigation. No result is guaranteed.
Free. Attach the LLC's documents, any IRS forms you have and the support for what was reported in Colombia. We assess the pending items and the closing route.