Do You File Form 966 When Closing a Foreign-Owned LLC?

The IRS does not tell a foreign-owned single-member LLC to file Form 966. Form 966 is the return a corporation files within 30 days of adopting a plan to dissolve or liquidate. A foreign-owned disregarded entity is a corporation only for Form 5472 reporting, and its final-year filing is a last pro forma Form 1120 with Form 5472.

The question comes up for a good reason. Every year the LLC has sent the IRS a Form 1120 cover, and Form 966 is titled "Corporate Dissolution or Liquidation", so it looks like the corporate step that belongs at the end.

The deadline makes owners nervous too. The Form 966 instructions (Rev. October 2016) tell a corporation to file "within 30 days after the resolution or plan is adopted to dissolve the corporation or liquidate any of its stock." Below is exactly what the IRS says, what it does not say, and the filing it does expect from a foreign-owned LLC in its last year. If that last-year package is what you need, you can start the final filing here.

Who does the IRS say must file Form 966?

A corporation, or a farmer's cooperative, that adopts a resolution or plan to dissolve or to liquidate any of its stock. The form's own heading says it is "Required under section 6043(a) of the Internal Revenue Code."

The instructions put it in one sentence: "A corporation (or a farmer's cooperative) must file Form 966 if it adopts a resolution or plan to dissolve the corporation or liquidate any of its stock." They also exclude some filers. Exempt organizations and qualified subchapter S subsidiaries should not file it, and a caution box says not to file Form 966 "for a deemed liquidation (such as a section 338 election or an election to be treated as a disregarded entity under Regulations section 301.7701-3)."

The form itself is built for corporations. It asks which corporate return the filer uses (1120, 1120-L, 1120-IC-DISC, 1120-S or other), the number of common and preferred shares outstanding when the plan was adopted, the Code section under which the corporation is being dissolved, and a certified copy of the resolution or plan. It goes to the IRS service center where the corporation files its income tax return.

Is a foreign-owned single-member LLC a corporation for Form 966?

Nothing the IRS publishes treats it as one. The regulation that brings a foreign-owned LLC into Form 5472 reporting classifies it as a corporation for section 6038A only, and Form 966 is required under a different section, 6043(a).

The Form 5472 instructions describe the rule this way: a foreign-owned U.S. disregarded entity "is treated as an entity separate from its owner and classified as a corporation for the limited purposes of the requirements under section 6038A." The regulation itself, Treas. Reg. §301.7701-2(c)(2)(vi), uses the same "for purposes of section 6038A" wording. Outside that rule the LLC stays disregarded, which is explained further in what is a disregarded entity.

Here is the full extent of what the IRS says on the point:

• The Form 966 instructions address corporations and cooperatives and never mention disregarded entities, except to say an election into disregarded status is not a reason to file.
• The Form 5472 instructions describe the pro forma Form 1120 package for foreign-owned disregarded entities and never mention Form 966.
• The IRS closing a business page lists Form 966 under "Corporation filing requirements" and notes separately that an LLC "may be classified for federal income tax purposes as a partnership, a corporation or an entity disregarded as separate from its owner."

The IRS does not say a foreign-owned LLC must not file Form 966 either. It simply does not address it. Read together, the limited section 6038A rule gives Form 966 nothing to attach to, and we have found no IRS statement to the contrary. If your LLC elected to be taxed as a corporation on Form 8832, it is a corporation for every purpose and the answer changes; take that case to a tax professional.

What does the IRS ask for when a foreign-owned LLC closes?

A final pro forma Form 1120 with Form 5472 attached, covering the last tax year, with the "Final return" box checked in item E and the closing amounts reported in Part V of Form 5472.

Three IRS rules produce that package:

• The pro forma return. The Form 5472 instructions require a foreign-owned disregarded entity to file a pro forma Form 1120 with Form 5472 attached, completing only the name and address and items B and E.
• The final-return box. The Form 1120 instructions say: "If this is the corporation's final return and it will no longer exist, check the 'Final return' box." Item E is one of the two items the pro forma return must complete.
• The closing transactions. Part V of Form 5472 covers "amounts paid or received in connection with the formation, dissolution, acquisition, and disposition of the entity, including contributions to, and distributions from, the entity." The cash or property you take out when the LLC winds up belongs there.

On timing, the Form 1120 instructions say a corporation that has dissolved "must generally file by the 15th day of the 4th month after the date it dissolved," with a different rule for a June 30 fiscal year. The pro forma package is due on the Form 1120 due date, including extensions, and goes by fax to the IRS at 855-887-7737 or by mail to the Ogden PIN Unit, because a foreign-owned disregarded entity cannot file Form 5472 electronically. The earlier guide to the final Form 5472 after closing covers the short final year in more detail.

How do Form 966 and the final Form 5472 package compare?

They are different filings for different entities, built on different Code sections, with different deadlines and destinations.

Which closing form applies to your LLC?

The closing filing follows the LLC's federal classification, not its state paperwork. Find your row before you look for forms.

The partnership row comes from the same closing page, which tells partnerships to file Form 1065 for the year they close, check the "final return" box and check the "final K-1" box on each Schedule K-1. The corporate row is the only one where the IRS names Form 966, and a foreign-owned LLC in that row is no longer a disregarded entity at all.

What are the federal closing steps, in order?

For a foreign-owned single-member LLC that never elected corporate status, the federal side of closing runs like this:

1. Fix the date the LLC dissolved under state law and keep the state's confirmation. The final federal year ends there.
2. List every movement of money or property between you and the LLC in that last year, including the final sweep of the bank account and any closing costs you paid personally.
3. Prepare the final pro forma Form 1120 with "Foreign-owned U.S. DE" across the top, the name and address, item B (the EIN) and the "Final return" box in item E.
4. Attach Form 5472 with the Part V box checked and a statement listing the dissolution amounts with dates and US-dollar values.
5. Send the package by fax to 855-887-7737 or by mail to the Ogden PIN Unit by the due date, or file Form 7004 by that date to extend it.
6. After every return is filed, close the IRS business account. The closing page says to send a letter with the legal name, EIN, address and reason for closing to the IRS in Cincinnati, and that the account cannot be closed until all returns are filed and taxes paid.
7. Keep the filed package, the transmission record and the state dissolution confirmation together.

Does dissolving the LLC with the state replace any IRS filing?

No. State dissolution ends the entity under state law; it does not file the final federal package or close the IRS account.

The two run on separate tracks with separate offices, and finishing one leaves the other where it was. The same is true in reverse: an LLC that was administratively dissolved still owes any Form 5472 years that were already due, as covered in what happens to Form 5472 when an LLC is dissolved by the state.

How does Form5472 Prep handle the final year?

We prepare the final-year package for a foreign-owned single-member LLC: the pro forma Form 1120 with the "Final return" box checked, Form 5472 with the dissolution amounts in Part V, the Part V statement, and a reasonable-cause statement if the year is late. Every filing is reviewed by a qualified accountant before it is submitted, and we fax it to the IRS Ogden PIN Unit and send you the transmission record.

Our package does not include Form 966, state dissolution filings, Form 1065 or a full corporate Form 1120. We do not give tax advice; if your LLC elected corporate status, ask a tax professional about Form 966. The scope and current prices are on the final Form 5472 for a dissolved LLC page and the pricing page.

Frequently asked questions

Does a single-member LLC file Form 966?

The IRS does not tell a foreign-owned single-member LLC to. Form 966 is for corporations and cooperatives adopting a plan to dissolve or liquidate. A single-member LLC is a corporation for Form 966 purposes only if it elected corporate status on Form 8832.

Where do you file Form 966?

With the IRS service center where the corporation files its income tax return, according to the Form 966 instructions. A foreign-owned disregarded LLC sends its final pro forma Form 1120 package by fax to 855-887-7737 or by mail to the Ogden PIN Unit instead.

What is the LLC equivalent of IRS Form 966?

There is no LLC version. The IRS ties closing filings to classification: a final Form 1065 for a partnership, a final Form 1120 and Form 966 for a corporation, and a final pro forma Form 1120 with Form 5472 for a foreign-owned single-member LLC.

When is Form 966 due?

Within 30 days after the corporation adopts the resolution or plan to dissolve or liquidate. If the plan is later amended or supplemented, the instructions require another Form 966 within 30 days of that change.

Do I check "Final return" on the pro forma 1120?

Yes, when it is the LLC's last return and the LLC will no longer exist. The Form 1120 instructions say to check the "Final return" box in item E, and item E is one of the entries the pro forma return must complete.

Do I report the final distribution on Form 5472?

Yes. Part V covers amounts paid or received in connection with the dissolution of the entity, including distributions. The cash or property you take out when the LLC closes goes on the Part V statement with its date and US-dollar value.

Does closing the LLC end the Form 5472 requirement?

It ends future years, not the last one. The year the LLC closes still needs its own pro forma Form 1120 and Form 5472 when there was a reportable transaction, such as the final distribution to you.

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The bottom line: the IRS names Form 966 for corporations, and a foreign-owned single-member LLC is a corporation only for Form 5472 reporting. Its last federal filing is a final pro forma Form 1120 with Form 5472, the "Final return" box checked and the closing distribution in Part V. Start the final-year filing, or read what changes in the final Form 5472 year first.

Educational content only; not tax or legal advice. IRS sources checked 2026-10-07.