How to Dissolve a Single-Member LLC

To dissolve a single-member LLC, you sign a written resolution to dissolve, wind down and distribute any remaining assets to yourself, file the state dissolution paperwork with the required fee, then file a final Schedule C on your personal 1040 and close the EIN with the IRS. Because you are the only owner, there is no member vote to hold and no proportional distribution to negotiate. Prodezk has helped close more than 15,000 businesses, and single-member LLCs are consistently the cleanest to unwind.

The reason it is simpler comes down to one fact: a single-member LLC is a "disregarded entity" for tax purposes. The IRS looks straight through the LLC to you. That single distinction changes the vote, the asset step, and the tax return, all of which get lighter than they are for a multi-member LLC.

What Is Different About Dissolving a Single-Member LLC?

The core difference is that you are both the decision-maker and the only recipient of what is left. A multi-member LLC needs a member vote, a documented split of remaining assets by ownership percentage, and a partnership tax return. A single-member LLC skips all three. You decide to dissolve on your own, the assets already sit with the only owner, and the tax treatment flows onto your personal return.

Step	Single-Member LLC	Multi-Member LLC
Decision to dissolve	Written resolution by the sole owner	Member vote per the operating agreement
Asset distribution	Everything goes to the one owner	Split by ownership percentage
Federal tax return	Final Schedule C on personal 1040	Final Form 1065 partnership return
State dissolution filing	Same for both	Same for both
EIN closure	Same for both	Same for both

Do You Need a Member Vote to Dissolve a Single-Member LLC?

No. A member vote requires more than one member. As the sole owner, you make the decision yourself and record it in a short written resolution to dissolve. That document states your name, the LLC name, the date, and your decision to wind up and dissolve the company. It is a one-page record, signed by you, that goes in your business file. There is no meeting, no quorum, and no percentage threshold to meet.

A single-member LLC does not hold a member vote to dissolve. The sole owner signs a written resolution to dissolve. That one-page signed record is your proof of the decision and belongs in your business file with the state paperwork.

How Do You Handle Assets in a Single-Member LLC Dissolution?

Because a disregarded entity's assets are already treated as the owner's for tax purposes, the distribution step is straightforward: after paying any remaining bills and setting aside funds for outstanding debts, whatever is left goes to you. There is no proportional split to calculate and no other member to reconcile with. Transfer the remaining bank balance to your personal account, retitle any business property into your own name, and document the final distribution in a short written statement dated at the wind-down.

In a single-member LLC, remaining assets already belong, in tax terms, to the only owner. After settling debts, transfer what is left to yourself and write a dated statement recording the final distribution. No proportional split, no co-owner sign-off.

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How Is a Single-Member LLC Taxed at Dissolution?

A single-member LLC is a disregarded entity by default, so its income and expenses flow to your personal Form 1040. In the final year, you file a final Schedule C reporting the business through its closing date, not a partnership return. Mark it as your last year of operating the business, report any final income and any gain or loss on assets you kept or sold, and carry the numbers onto your 1040 as usual. This is the single biggest tax simplification of a single-member dissolution: no Form 1065, no Schedule K-1s to issue.

If your single-member LLC elected to be taxed as a Corporation, the treatment is different: you would file a final corporate return instead of Schedule C. Most single-member LLCs never make that election and remain disregarded entities, which keeps the final return on your personal 1040.

How Do You Close the EIN After Dissolving?

The IRS never reuses or cancels an EIN, but you formally close the business account tied to it by sending a letter to the IRS. The letter states the LLC's legal name, the EIN, the business address, and the reason for closing the account. Include a copy of the original EIN assignment notice if you have it. Send this after your final Schedule C is filed. Closing the EIN account stops the IRS from expecting future returns under that number and prevents notices about missing filings.

You cannot cancel an EIN, but you close the business account behind it by mailing the IRS a letter with the LLC name, the EIN, the address, and the reason for closing. Do this after the final Schedule C is filed so the IRS stops expecting returns.

What Is Different for a Foreign-Owned Single-Member LLC?

A single-member LLC owned by a non-US person has an extra federal step before you can close cleanly. Foreign-owned disregarded entities must file Form 5472 attached to a pro forma Form 1120 every year the LLC exists, and that includes the final short year. You need to be current on every year of 5472 filings before closing the EIN, because the penalty for a missed or late Form 5472 starts at $25,000 per year. File the final Form 5472 with pro forma 1120 for the closing period, confirm no prior years are outstanding, then close the EIN account.

A foreign-owned single-member LLC must file Form 5472 with a pro forma Form 1120 for every year it existed, including the final year. Missing one carries a $25,000 penalty. Get current on all 5472 filings before closing the EIN.

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What Are the Final Steps in Order?

Put the whole thing in sequence and a single-member dissolution is short:

• Sign a written resolution to dissolve (no vote needed).
• Pay remaining bills, set aside funds for any outstanding debts, and distribute what is left to yourself.
• File the state dissolution paperwork with your Secretary of State and pay the state fee.
• File your final Schedule C on your 1040 (or final Form 5472 with pro forma 1120 if foreign-owned).
• Send the IRS letter to close the EIN business account.

DissolveMyLLC, powered by Prodezk, handles the state dissolution filing and EIN closure for single-member LLCs across all 50 states, from $99 plus the state filing fee up to $599 for complete state and IRS closure. Prodezk has helped more than 15,000 owners close cleanly over 24 years, including foreign-owned single-member LLCs with Form 5472 obligations.