Internal Revenue Service - Fact Sheet
FS-2020-16
Closing a sole proprietorship 
September 2020
   
   
   
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 Closing a sole proprietorship    
   
FS-2020-16, September 2020
   
A sole proprietor  - someone who owns an unincorporated business by themselves - must take certain actions if they want to close their business. They must file final forms and schedules whether they've been in business a few months or many years. Here's information on typical final forms and schedules that a sole proprietor needs to file when ceasing operations.   
     
 Income tax returns    
     
Sole proprietors must file Schedule C (Form 1040 or Form 1040-SR), Profit or Loss From Business, with their Form 1040, U.S. Individual Income Tax Return, or Form 1040-SR, U.S. Tax Return for Seniors, for the year in which they go out of business. Also, with their Forms 1040, sole proprietors may need to file:   
     
- Form 4797, Sales of Business Property, if they sell or exchange property used in their business. They also need to file this form if business use of certain Section 179  or listed property drops to 50% or less.   
     
- Form 8594, Asset Acquisition Statement, if they sell their business.   
     
- Schedule SE (Form 1040), if they're liable for self-employment tax.   
     
 Employment taxes    
     
Sole proprietors with one or more employees must make final federal tax deposits. If sole proprietors don't withhold or deposit income, Social Security and Medicare taxes, the Trust Fund Recovery Penalty  may apply. The penalty is the full amount of the unpaid trust fund tax. The IRS may impose it on all persons who the Service determines is responsible for collecting, accounting for and paying these taxes; and who acted willfully in not doing so. A responsible person can be an employee of a sole proprietorship, an accountant or someone who signs checks for the sole proprietorship or has authority to cause the spending of business funds.   
     
Sole proprietors need to file Form 941, Employer's Quarterly Federal Tax Return  (or Form 944, Employer's Annual Federal Tax Return ), for the calendar quarter in which they make final wage payments. They check the box and enter the date final wages were paid on line 17 of Form 941 or line 14 of Form 944. They must attach a statement to their return showing the name of the person keeping the payroll records and the address where those records will be kept.   
     
Sole proprietors must file Form 940, Employer's Annual Federal Unemployment (FUTA) Tax Return, for the calendar year in which final wages were paid. They need to check box d in the Type of Return section to show that the form is final.   
     
Sole proprietors also need to provide Forms W-2, Wage and Tax Statement, to their employees for the calendar year in which they make final wage payments. Generally, they furnish copies B, C and 2 to the employees. They file Form W-3, Transmittal of Income and Tax Statements, to transmit Copy A to the Social Security Administration.   
     
 Reporting due dates        
     
Visit IRS.gov for information on employment tax due dates.   
       
 Other reporting for sole proprietorships with employees    
     
If employees receive tips, the sole proprietor must file Form 8027, Employer's Annual Information Return of Tip Income and Allocated Tips, to report final tip income and allocated tips.   
     
If the sole proprietor provides employees with a pension or benefit plan, they need to file a final Form 5500, Annual Return/Report of Employee Benefit Plan.   
       
 Sole proprietorships that pay contract workers    
     
Sole proprietors report payments to contract workers who they've paid at least $600 for services (including parts and materials) during the calendar year in which they go out of business on Form 1099-NEC, Nonemployee Compensation.   
     
Some filers must file Forms 1099 electronically. Those who file paper forms must also file Form 1096, Annual Summary and Transmittal of U.S. Information Returns, to transmit paper copies of Forms 1099 to the IRS.   
     
 Recordkeeping        
     
How long a business owner should keep a document  depends on several factors. These factors include the action, expense and event recorded in the document. Businesses should keep records relating to property until the period of limitations expires for the year in which they dispose of the property in a taxable disposition.   
     
Business owners should keep all records of employment taxes  for at least four years.   
     
 Employer identification numbers        
     
Once the IRS has assigned an employer identification number to a sole proprietor, it becomes the permanent federal taxpayer identification number for that business. To close their business account, a sole proprietor needs to send the IRS a letter that includes the complete legal name of their business, the EIN, the business address and the reason they wish to close their account. If they have a copy of the notice that the IRS issued with the EIN assignment, they should include that with the letter. They should write to the IRS at: Internal Revenue Service, Cincinnati, Ohio 45999.   
     
 Sole proprietors who:    
     
1. made a federal tax deposit or other federal tax payment,   
2. are liable for any business taxes, or   
3. are notified by the IRS that a business tax return is due,   
     
must file the appropriate tax returns before the IRS can close their account.   
     
 More information:        
     
- Publication 334, Tax Guide for Small Business (For Individuals Who Use Schedule C)    
- Closing a Business  *    
- Closing a Business video    
- Small Business and Self-Employed Tax Center  *    
-  Publication 3402, Taxation of Limited Liability Companies PDF     
- IRS provides guidance under the CARES Act to taxpayers with net operating losses    
     
* available in multiple languages