To dissolve a limited liability company one has to take up a set of required steps. In Wisconsin, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Wisconsin, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.
If you have a Wisconsin LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Wisconsin LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed 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. Here are the steps to address for dissolving Wisconsin LLC.
On this page, you’ll learn about the following:
- How to Dissolve an LLC in Wisconsin
- After Dissolving Your LLC
- Reasons Behind Dissolving Wisconsin LLC
- Wisconsin LLC Dissolution Review
How to Dissolve an LLC in Wisconsin
Dissolution of Wisconsin LLC requires three broad procedural steps. Having a Wisconsin LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Wisconsin Secretary of State.
Step 1: Follow Your Wisconsin LLC Operating Agreement
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.
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 we strongly recommend for you.
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 account, 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 until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further 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. If you want to do the accounting yourself or make accounting easy, try FreshBooks.
While dissolving the Wisconsin LLC, the owner does not require 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 LLC that are classified as partnerships is form 1065, and those LLC’s who have registered themselves as corporate should check IRS form 1120.
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 Dissolution. 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 file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Wisconsin state.
- You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
- In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
- If you want to dissolve Wisconsin Foreign LLC then look for the Foreign LLC Dissolution process.
- There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
- 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.
- It takes 3-5 business days after filing of articles of dissolution if you are filing it by mail or in-person.
State of WI – Dept. of Financial Institutions
Milwaukee WI 53293-0348
Online FIling: Wisconsin Online LLC Dissolution
Filing Fee: $20
The LLC you owned 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 that he accepts your expedited dissolutions or not.
Points to Be Noted When Dissolving Wisconsin LLC
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.
There are some purposes of LLC that 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 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 cost in Wisconsin includes 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 on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,
- You can select a payment pick-up option.
- There is an option of 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 state will make.
After Dissolving Your LLC
After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Wisconsin LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Wisconsin. A registered agent can help you do the needful.
Reasons Behind Dissolving Wisconsin LLC
People always think that they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with the 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!
The state ranks high in farm manufactured goods and produces a great deal of economy. Agriculture sure is the central sector of this state and helps people utilize the best from it. So if someone wants to start an LLC in Wisconsin, they better go for the agriculture, manufacturing, or tourism sector. Indeed there are more sectors in the economy too. Let’s check how they contribute to the economy,
- Manufacturing: This is one of the main sectors of Wisconsin; it adds a lot of weight to the economy. If we ever ask for the main sectors of this state, there is no way we can forget about it. The main product of the state is machinery, and the secondary are transport equipment of different types. This is also the reason why it contributes $55.94 billion to the state.
- Business services: Business services add a lot to the economy as they are the businesses we need. There are hotels, law firms, repair shops, and others that hold the economy. The sector represents the Gross Domestic Product by $30.71 billion in the state of Wisconsin.
- Government enterprises: Operation of the public hospitals and schools is so important. That is why this sector grants a better amount to the GDP of the state. The state’s amount from this sector is $29.55 billion, which is a significant amount than the rest sectors.
Wisconsin LLC Dissolution Review
Time needed: 5 minutes.
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 detail.
- 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 Dissolution
File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.
What is the Cost to Dissolve an LLC in Wisconsin
To dissolve an LLC in Wisconsin you need to file the Articles of Dissolution with the Wisconsin Dept. of Financial Institutions through mail or online by paying a filing fee of $20.
The process of dissolving a Limited Liability Company (LLC) in Wisconsin can be a complicated process, and the cost of dissolution can vary depending on the number of outstanding liabilities and the complexity of the LLC’s formation. The cost of dissolving an LLC in Wisconsin can include the cost of filing articles of dissolution, paying any outstanding taxes and fees, and the cost of professional services, such as legal and accounting.
The first step in the process of dissolving an LLC in Wisconsin is to file Articles of Dissolution with the Wisconsin Department of Financial Institutions. This document is used to officially notify the state of Wisconsin that the LLC is no longer in business and intends to dissolve. The cost of filing Articles of Dissolution is typically $60 to $100, depending on the complexity of the LLC’s formation.
Once the Articles of Dissolution are filed, the LLC must pay any outstanding taxes and fees, such as income and sales taxes. The LLC must also pay any remaining fees related to its formation, such as filing fees, registration fees, and licensing fees. The cost of these taxes and fees can range from a few hundred dollars to several thousand dollars, depending on the size and complexity of the LLC.
The LLC must also pay any outstanding liabilities, such as debts and unpaid wages. These liabilities must be paid off before the LLC can officially dissolve. The cost of paying off the liabilities can vary depending on the amount owed and the type of debt. If the LLC has outstanding loans or other financial obligations, it may need to hire a professional, such as an attorney or accountant, to help negotiate and settle the debt. This can add to the cost of dissolving the LLC.
Finally, the LLC must hire a professional, such as an attorney or accountant, to help with the dissolution process. The cost of hiring a professional can vary depending on the complexity of the LLC, but typically ranges from a few hundred dollars to several thousand dollars. The professional can help with filing paperwork, paying taxes and fees, and settling any outstanding liabilities.
In summary, the cost of dissolving an LLC in Wisconsin can vary depending on the complexity of the LLC’s formation and the number of outstanding liabilities. The cost can include the cost of filing Articles of Dissolution, paying any outstanding taxes and fees, and the cost of professional services, such as legal and accounting. The cost of dissolving an LLC in Wisconsin can range from a few hundred dollars to several thousand dollars, depending on the size and complexity of the LLC.
Yes, in Wisconsin, there is a fee of $20 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Wisconsin SOS.
No, there is no requirement of revenue department clearance till the time the SOS of Wisconsin accepts the dissolution form.
The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.
If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.
Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.
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. Get a professional service to get everything done. We hope this article helps you to close your LLC in Wisconsin. If you have any query do let us know in the comment box.