LLC Operations

Which filing for which situation?

A US LLC answers to two authorities: the state where it is registered, through its Secretary of State, and the IRS, the federal tax agency.

Administratively dissolved LLC: why it happens

This state penalty almost always has one of two causes: a missed annual obligation, or a lost registered agent, for example one that resigned when the service was not renewed.

• Wyoming: the annual report, with its tax of at least $60, is due on the first day of the anniversary month of formation. If it is not filed within 60 days, the LLC is dissolved. Without a registered agent, it receives a notice and has 60 days to fix it.
• Delaware: no annual report, but a $400 tax due every June 1. Paying late costs $200 plus 1.5% interest per month, and the LLC loses its good standing. After three years unpaid, or 30 days without an agent after a resignation, the certificate of formation is canceled.
• New Mexico: no annual report, but an LLC left without a registered agent for 30 days can be revoked.

Nothing stops at the federal level: the IRS closes an account only on written request, and a dissolved LLC may still owe its Form 5472 (see our accounting service).

Reinstatement: bringing a dissolved LLC back

Wyoming and New Mexico accept a reinstatement application for two years. In Delaware, a canceled LLC is revived with a Certificate of Revival, paying all taxes, penalties and interest. The order is always the same:

1. identify the exact cause on the state record;
2. appoint a registered agent if needed;
3. file the missing reports and pay what is owed;
4. file the application, stating that the grounds for dissolution are gone;
5. check that good standing is restored.

In Wyoming, in 2026, reinstatement costs $100 on top of the late reports and their fees; if the agent was missing, it rises to $350, including a $250 penalty, plus $5 to appoint the new agent. Processing takes up to 15 business days, and reinstatement relates back to the date of dissolution. After two years, you need a new LLC.

Certificate of Good Standing: proof your LLC is compliant

The Certificate of Good Standing confirms that the LLC exists and is current with the state. A bank or a payment provider may ask for it:

• Wyoming: free electronic certificate on the state portal, verifiable with a validation number;
• Delaware: online request to the Division of Corporations, $50 for the short form in 2026;
• New Mexico: request on the state portal, which may require any fees due to be paid first.

If the record shows a delinquency, the certificate cannot confirm good standing: fix it first.

Changing registered agent, address or responsible party

A registered agent change is filed with the state: in Wyoming, the Appointment of New Registered Agent and Office form with the new agent's consent ($5 in 2026); in Delaware, a Certificate of Amendment limited to the agent ($50); in New Mexico, an online amendment. If your agent resigns, you have 30 days to replace it, in Wyoming as in Delaware.

On the IRS side, Form 8822-B reports a new address or a new responsible party, the person who controls the LLC. A change of responsible party must be reported within 60 days; the IRS says processing takes 4 to 6 weeks. Without an update, IRS notices go astray while penalties and interest accrue.

Amending the articles or adding a member

The filed articles (Articles of Organization, or Certificate of Formation in Delaware) mainly state the LLC's name and its registered agent. A name change requires Articles of Amendment (in Delaware, a Certificate of Amendment): $60 in Wyoming and $220 in Delaware in 2026. The EIN stays the same; you inform the IRS by letter or on your next return.

Members do not have to appear in them: a transfer of membership interest is handled through an amendment to the operating agreement. But a new member changes the tax treatment:

• with two or more members, the LLC is taxed as a partnership by default, unless it elects corporate treatment (Form 8832);
• it files Form 1065 by the 15th day of the third month after year-end (March 15 for a calendar year), with a Schedule K-1 for each member, instead of Form 5472 + pro forma 1120;
• if it has income effectively connected with a US trade or business, it owes withholding tax on its foreign members' share (Forms 8804 and 8805);
• it keeps the EIN it already had.

Conversely, if only one member remains, the LLC becomes a disregarded entity again. Either way, plan the accounting for the year of the change.

How to close an LLC properly

Closing an LLC means dissolving it with the state, then closing its IRS account:

1. bring it up to date: in Wyoming, Articles of Dissolution require an active LLC in good standing; in Delaware, cancellation requires the taxes to be paid;
2. file the closing document: Articles of Dissolution in Wyoming ($60 in 2026) and New Mexico, a Certificate of Cancellation in Delaware ($220);
3. file the final federal return with the "final return" box checked;
4. write to the IRS with the legal name, EIN, address, reason and, if available, the EIN assignment notice;
5. then close the bank accounts and keep your records.

An EIN is never deleted: the IRS deactivates it, and only once every return has been filed and all taxes paid.

Common mistakes

• letting the LLC "sleep": the state eventually dissolves it, but the IRS account and its obligations remain;
• assuming an LLC with no revenue has nothing to report: a contribution or expenses paid for it by its owner can make Form 5472 mandatory, with a $25,000 penalty;
• ignoring emails from the state: Wyoming sends reminders 60, 30 and 10 days before the due date;
• stopping payment to the registered agent to "close" the LLC: that is a forced dissolution, not a closure.

How it works with Altixia

1. Audit: the LLC's status on the state record and the state of its IRS filings.
2. Action plan: the filings in the right order, with a firm quote.
3. Preparation: state forms, Form 8822-B, letters to the IRS, which you sign remotely.
4. Filing, then follow-up on WhatsApp until confirmation.
5. Delivery of the proof of filing and upcoming deadlines.

Then our accounting service takes over the annual filings. If you need to start over, LLC formation takes 24 business hours, and EIN Express 24 business hours with an ITIN or SSN, 48 to 72 hours without. Our non-resident LLC guide covers the full setup.