How to Dissolve an LLC in Wisconsin

Dissolving a business often involves complex procedures. However, for a limited liability company in Wisconsin, dissolving it takes a handful of paperwork. When an LLC is formed in Wisconsin, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Wisconsin. LLCs must file the Articles of Dissolution with the Wisconsin Secretary of State like the formation certificate was filed at the time of forming an LLC in Wisconsin. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Wisconsin LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Wisconsin LLC requires three broad procedural steps. Having a Wisconsin LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Wisconsin Secretary of State.

Step 1: Follow the LLC Operating Agreement in Wisconsin

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Wisconsin.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Wisconsin registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Wisconsin that we strongly recommend for you.

LLC Service	Our Rating & Pricing	Top Features	Learn More
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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Wisconsin LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Wisconsin to file the BOI Report. The Beneficial Ownership Information (BOI) in Wisconsin is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Wisconsin Articles of Organization, one has to file Wisconsin LLC Articles of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Wisconsin Secretary of State physical office along with the state filing fee.
If you want to dissolve Wisconsin Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Online Form 510 – Articles of Dissolution
Offline Applications	Not Applicable
SOS Contact (if offline application is available)	State of WI – Dept. of Financial Institutions, P.O. Box 93348, Milwaukee, WI 53293
Filing Time	5 working days
Filing Fee	$20

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Wisconsin

Apart from these three steps, no major dissolution rules are there in Wisconsin. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Wisconsin include the formation as well as dissolution fees. To dissolve an LLC in Wisconsin, LLCs have to file an Article of Dissolution. The filing fee is $20. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Wisconsin, you can reinstate or revive the same within a given time. In Wisconsin, the LLC name will be available up to the time till SOS dissolves the LLC completely. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Wisconsin if that is available. According to the Wisconsin SOS, you can revive your LLC anytime.

Reasons Behind Dissolving an LLC in Wisconsin

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Wisconsin, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Wisconsin

With the population of 5,955,737, Wisconsin is one of the favorable places to start an LLC. According to several reports, starting an LLC for Hunting Equipment Business can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Wisconsin.

Hunting Equipment Business
Day Care Service
Clothing Boutique
Kennel Business
Convenience Store

Wisconsin LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Wisconsin LLC. Click on the steps in this list if you want to read the full details.

Follow Your Wisconsin LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Wisconsin?

To dissolve an LLC in Wisconsin, you will need to file Articles of Dissolution with the Department of Financial Institutions.

What information is needed to file Articles of Dissolution in Wisconsin?

When dissolving an LLC in Wisconsin, you will need to provide the name of the LLC, the date of dissolution, and the reason for dissolution.

Can I voluntarily dissolve my LLC in Wisconsin?

Yes, you can voluntarily dissolve your LLC in Wisconsin by filing Articles of Dissolution.

Are there any fees associated with dissolving an LLC in Wisconsin?

Yes, there is a filing fee to dissolve an LLC in Wisconsin, which can vary depending on the method of filing.

How long does it take to dissolve an LLC in Wisconsin?

The processing time for LLC dissolution in Wisconsin can vary, but it typically takes a few weeks to several months.

Can I reinstate a dissolved LLC in Wisconsin?

Yes, you can apply for reinstatement of a dissolved LLC in Wisconsin by submitting the necessary forms and fees.

What happens to my LLC’s debts and obligations when it is dissolved in Wisconsin?

In Wisconsin, the LLC’s debts and obligations do not go away automatically when it is dissolved. The LLC must settle its debts before the dissolution is complete.

Do I need to notify creditors when dissolving my LLC in Wisconsin?

Yes, when dissolving an LLC in Wisconsin, it is important to notify creditors and take care of any outstanding debts before the dissolution is complete.

What is the tax implication of dissolving an LLC in Wisconsin?

When an LLC is dissolved in Wisconsin, it may still be liable for certain taxes, including income taxes. It is important to consult with a tax professional.

Can I dissolve my LLC in Wisconsin if it is still active?

Yes, you can voluntarily dissolve your LLC in Wisconsin even if it is still active. It is important to follow the proper procedures for dissolution.

Can I dissolve my LLC in Wisconsin if it is no longer doing business?

Yes, you can dissolve your LLC in Wisconsin even if it is no longer doing business. It is important to properly wind up the business affairs.

What is the difference between dissolution and cancellation of an LLC in Wisconsin?

Dissolution is the formal process of ending an LLC’s existence in Wisconsin, while cancellation is the process of terminating a foreign LLC’s authority to do business in the state.

What happens to the LLC’s assets when it is dissolved in Wisconsin?

When an LLC is dissolved in Wisconsin, its assets are typically liquidated and used to pay off creditors and distribute any remaining funds to members.

Can I dissolve my LLC in Wisconsin if it is involved in a lawsuit?

If your LLC is involved in a lawsuit, it is important to resolve the legal matters before dissolving the LLC in Wisconsin.

Can I dissolve my LLC in Wisconsin if it has employees?

If your LLC has employees, you will need to follow the proper procedures for dissolving the LLC in Wisconsin, including providing notice to employees.

What is the process for dissolving an LLC in Wisconsin with multiple members?

When dissolving an LLC in Wisconsin with multiple members, all members must agree to the dissolution and follow the procedures outlined in the operating agreement or state law.

Can I dissolve my LLC in Wisconsin if it has outstanding taxes?

Before dissolving your LLC in Wisconsin, it is important to resolve any outstanding tax issues with the Department of Revenue.

Can I dissolve my LLC in Wisconsin if it has no assets?

Yes, you can dissolve an LLC in Wisconsin even if it has no assets. It is important to properly wind up the business affairs and settle any outstanding debts.

Can I dissolve my LLC in Wisconsin if it is in good standing with the state?

Yes, you can voluntarily dissolve your LLC in Wisconsin even if it is in good standing. It is important to follow the proper procedures for dissolution.

Do I need to notify the Wisconsin Department of Revenue when dissolving my LLC?

Yes, when dissolving an LLC in Wisconsin, it is important to notify the Department of Revenue and settle any outstanding tax liabilities.

Can I dissolve my LLC in Wisconsin if it is a foreign LLC?

Yes, you can dissolve a foreign LLC in Wisconsin by following the proper procedures for dissolution and filing the necessary paperwork with the Department of Financial Institutions.

Can I dissolve my LLC in Wisconsin if it is in default?

If your LLC is in default, you may still be able to dissolve it in Wisconsin by following the proper procedures for dissolution and resolving any outstanding issues.

Can I dissolve my LLC in Wisconsin if it has a DBA?

Yes, you can dissolve an LLC with a DBA (doing business as) in Wisconsin by following the proper procedures for dissolution and providing notice to any entities associated with the DBA.

Can I transfer my LLC to another entity instead of dissolving it in Wisconsin?

Yes, you may be able to transfer your LLC to another entity instead of dissolving it in Wisconsin. It is important to consult with legal and tax professionals.

Can I dissolve my LLC in Wisconsin if it is in arrears?

If your LLC is in arrears, you may still be able to dissolve it in Wisconsin by following the proper procedures for dissolution and settling any outstanding debts.

Can I transfer my LLC’s assets to another entity before dissolving it in Wisconsin?

Yes, you may be able to transfer your LLC’s assets to another entity before dissolving it in Wisconsin, but it is important to follow the proper procedures and consider any tax implications.

Can I convert my LLC to a different type of entity in Wisconsin instead of dissolving it?

Yes, you may be able to convert your LLC to a different type of entity in Wisconsin instead of dissolving it, but it is important to follow the proper procedures and requirements.

Can I dissolve my LLC in Wisconsin if it is under a court order?

If your LLC is under a court order, you may still be able to dissolve it in Wisconsin by following the proper legal procedures and obtaining permission from the court.

Can I dissolve my LLC in Wisconsin if it has pending lawsuits?

If your LLC has pending lawsuits, it is important to resolve the legal matters before dissolving the LLC in Wisconsin to avoid any potential legal liabilities.

Can I revive a dissolved LLC in Wisconsin?

You may be able to revive a dissolved LLC in Wisconsin by applying for reinstatement with the Department of Financial Institutions and meeting any state requirements.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.