How to Dissolve an LLC in Wisconsin | LLC Closing Guide


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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.

how-to-dissolve-wisconsin

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.

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.

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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 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.

Tax clearance

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.

Mail to,

State of WI – Dept. of Financial Institutions
Box 93348
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.

Winding Up

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,

  1. 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.
  2. 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.
  3. 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.

  1. 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.

  2. Close All Tax Accounts

    Make sure you close all your tax accounts to avoid incurring further costs.

  3. 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.

F.A.Qs

Is there any filing fee the LLC owner has to pay for dissolving their 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.

Is the revenue department clearance required for dissolution?

No, there is no requirement of revenue department clearance till the time the SOS of Wisconsin accepts the dissolution form.

Can someone else take the name I use for my LLC?

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.

Are there any financial penalties if I don’t dissolve my LLC legally and miss the reports?

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.

Are there any fees for the probate judge who is taking the dissolution decisions?

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.

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.

Title: Consider the Proposition: The Cost of Dissolving an LLC in Wisconsin

Introduction:

Dissolving a Limited Liability Company (LLC) can be an intricate and costly process, both in terms of time and finances. In the state of Wisconsin, like many other jurisdictions, specific procedures must be followed to legally terminate an LLC. This editorial aims to delve into the generic costs associated with dissolving an LLC in Wisconsin. Recognizing the importance of transparency, prospective business owners or individuals looking to dissolve an LLC should familiarize themselves with these potential expenses to make informed decisions.

Professional Services:

Dissolving an LLC involves navigating through a legal maze that warrants careful consideration. While it is not mandatory to hire professionals, it is usually advisable to seek legal guidance from an attorney who specializes in business law. The attorney will assist in carrying out the crucial tasks associated with dissolution, such as filing necessary paperwork and ensuring compliance with state regulations. Depending on the complexity of your LLC’s affairs, legal fees for dissolution can range anywhere from a few hundred to a few thousand dollars.

Government Filings and Fees:

The State of Wisconsin requires certain mandatory steps and filings to be completed during the dissolution process. First and foremost, LLC owners must draft and file their Articles of Dissolution with the Wisconsin Secretary of State’s office. Alongside this, additional documentation may be required, such as a statement confirming the settlement of debts, if applicable, which should be signed and notarized. These filings may vary in terms of cost, depending on the nature of the LLC and the extent of its complexity.

Publication Costs:

Wisconsin law mandates LLCs to publish a notice regarding their intention to dissolve in a newspaper of general circulation in the county where the LLC’s principal office is located. While publishing requirements are less common in other regions, these expenses can play a significant role in the overall cost of dissolution for Wisconsin LLCs. Prices for such a publication can vary depending on the circulation area and the specific newspaper chosen.

Outstanding Debts and Obligations:

Likely one of the most substantial expenses during the dissolution process is settling any unpaid liabilities, debts, or contractual obligations the LLC may have accumulated over its operations. From outstanding loans to unpaid bills to lease agreements, ensuring all financial matters are adequately concluded is essential to prevent any future legal action. It is crucial to assess and address these shouldered obligations to achieve a clean dissolution. Failure to do so may result in personal liability or damage to one’s credit standing.

Conclusion:

The cost of dissolving an LLC in Wisconsin stems from a combination of both predictable and variable expenses. The process requires careful legal consideration, filing fees, newspaper publication expenses, and resolving any outstanding obligations. Depending on the complexity of the company’s operations and the extent of professional assistance required, the cost can differ greatly from one LLC to another. By forecasting these potential expenses, business owners and individuals can better prepare for the dissolution process while minimizing potential legal and financial complications.

In Conclusion

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.


About Author & Editorial Staff

Steve Goldstein, founder of LLCBuddy, is a specialist in corporate formations, dedicated to guiding entrepreneurs and small business owners through the LLC process. LLCBuddy provides a wealth of streamlined resources such as guides, articles, and FAQs, making LLC establishment seamless. The diligent editorial staff makes sure content is accurate, up-to-date information on topics like state-specific requirements, registered agents, and compliance. Steve's enthusiasm for entrepreneurship makes LLCBuddy an essential and trustworthy resource for launching and running an LLC.

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