How to Dissolve an LLC in Wyoming

Dissolving a business often involves complex procedures. However, for a limited liability company in Wyoming, dissolving it takes a handful of paperwork. When an LLC is formed in Wyoming, 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 Wyoming. LLCs must file the Articles of Dissolution with the Wyoming Secretary of State like the formation certificate was filed at the time of forming an LLC in Wyoming. 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: Wyoming 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 Wyoming LLC requires three broad procedural steps. Having a Wyoming LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Wyoming Secretary of State.

Step 1: Follow the LLC Operating Agreement in Wyoming

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 Wyoming.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Wyoming 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 Wyoming that 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 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 Wyoming 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 Wyoming to file the BOI Report. The Beneficial Ownership Information (BOI) in Wyoming 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 Wyoming Articles of Organization, one has to file Wyoming 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 Wyoming Secretary of State physical office along with the state filing fee.
If you want to dissolve Wyoming 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	Not Applicable
Offline Applications	LLC Articles of Dissolution
SOS Contact (if offline application is available)	Wyoming Secretary of State, 2020 Carey Avenue, Suite 700, Cheyenne, WY 82002
Filing Time	Within 15 working days
Filing Fee	$60

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 Wyoming

Apart from these three steps, no major dissolution rules are there in Wyoming. 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 Wyoming include the formation as well as dissolution fees. To dissolve an LLC in Wyoming, LLCs have to file an Article of Dissolution. The filing fee is $60. 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 Wyoming, you can reinstate or revive the same within a given time. In Wyoming, the LLC name will be available up to 2 years. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Wyoming if that is available. According to the Wyoming SOS, you can revive your LLC within 2 years.

Reasons Behind Dissolving an LLC in Wyoming

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 Wyoming, 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 Wyoming

With the population of 580,817, Wyoming is one of the favorable places to start an LLC. According to several reports, starting an LLC for Supplement 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 Wyoming.

Supplement Business
Glassware Manufacturing
Customized Tours
Products Manufacturing
Home Improvement

Wyoming LLC Dissolution Review – A Quick Recap

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

Follow Your Wyoming 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 Wyoming?

To dissolve an LLC in Wyoming, you will need to file Articles of Dissolution with the Wyoming Secretary of State.

What is the fee to dissolve an LLC in Wyoming?

The filing fee to dissolve an LLC in Wyoming is $50.

Is there a specific form required to dissolve an LLC in Wyoming?

Yes, you will need to use the Articles of Dissolution form provided by the Wyoming Secretary of State.

Can I dissolve my LLC in Wyoming online?

Yes, you can file for dissolution of your LLC online through the Wyoming Secretary of State’s website.

What information do I need to provide when dissolving an LLC in Wyoming?

You will need to provide the name of the LLC, the date of filing of original documents, and the reason for dissolution.

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

Typically, it takes 5-10 business days for the Wyoming Secretary of State to process the dissolution.

Do I need to notify creditors when dissolving an LLC in Wyoming?

Yes, it is recommended to notify creditors and settle all outstanding debts before dissolving the LLC in Wyoming.

Can I reinstate my LLC in Wyoming after dissolving it?

No, once an LLC is dissolved in Wyoming, it cannot be reinstated. You would need to form a new LLC.

Do I need to file a final tax return for my LLC in Wyoming?

Yes, you will need to file a final tax return for the LLC and indicate that it is the final return.

What happens to any remaining assets of the LLC after dissolution in Wyoming?

Any remaining assets of the LLC in Wyoming must be distributed to the members in accordance with the operating agreement or state law.

Can an LLC in Wyoming be dissolved voluntarily?

Yes, an LLC can be dissolved voluntarily by filing for dissolution with the Wyoming Secretary of State.

Is there a specific process for involuntarily dissolving an LLC in Wyoming?

An LLC in Wyoming can be involuntarily dissolved by court order or administrative action.

Can I dissolve an LLC in Wyoming if it is not in good standing?

Yes, you can still dissolve an LLC in Wyoming even if it is not in good standing.

Will the state of Wyoming notify me once the LLC is officially dissolved?

Yes, the Wyoming Secretary of State will send a confirmation once the LLC is officially dissolved.

Are there any annual fees or taxes that need to be paid after dissolving an LLC in Wyoming?

No, once the LLC is dissolved in Wyoming, there are no further annual fees or taxes to be paid.

Can I dissolve an LLC in Wyoming if there are pending lawsuits against the company?

Yes, you can still dissolve an LLC in Wyoming even if there are pending lawsuits against the company.

What roles do the members and managers play in the dissolution of an LLC in Wyoming?

Members and managers of the LLC have the authority to initiate and finalize the dissolution process in Wyoming.

Can I dissolve an LLC in Wyoming if it has never conducted business?

Yes, you can dissolve an LLC in Wyoming even if it has never conducted business.

Are there any specific requirements for notifying employees when dissolving an LLC in Wyoming?

Yes, you will need to notify employees of the LLC about the dissolution and settle any outstanding employment matters.

Can creditors object to the dissolution of an LLC in Wyoming?

Creditors of the LLC in Wyoming can object to the dissolution if they believe their claims will not be paid.

Will dissolving an LLC in Wyoming affect my personal liability for company debts?

Dissolving an LLC in Wyoming does not absolve members from personal liability for company debts incurred before dissolution.

Can I transfer the assets of the LLC to another business entity before dissolution in Wyoming?

Yes, you can transfer the assets of the LLC to another business entity before dissolution in Wyoming, as long as it is done legally.

Who is responsible for filing for dissolution of an LLC in Wyoming if there are multiple members?

Any member of the LLC can file for dissolution with the Wyoming Secretary of State, but it is typically done by a majority vote or as specified in the operating agreement.

Can I dissolve an LLC in Wyoming if there are ongoing contracts or agreements?

Yes, you can dissolve an LLC in Wyoming even if there are ongoing contracts or agreements, but you will need to settle those matters before dissolution.

Can I revoke the dissolution of an LLC in Wyoming after filing for it?

Yes, you can revoke the dissolution of an LLC in Wyoming if it has not yet been finalized, but you will need to follow the proper procedures.

Are there any specific forms or documents that need to be filed with the IRS when dissolving an LLC in Wyoming?

Yes, you will need to file a final tax return with the IRS for the LLC and follow any specific instructions for dissolving a business entity.

Do I need to notify customers or clients about the dissolution of my LLC in Wyoming?

Yes, it is recommended to notify customers or clients about the dissolution of the LLC in Wyoming to avoid any misunderstandings or legal issues.

Is there a waiting period after filing for dissolution of an LLC in Wyoming before it becomes official?

The waiting period for the dissolution of an LLC in Wyoming varies, but once the documents are processed by the Secretary of State, the dissolution is typically effective immediately.

Can I dissolve an LLC in Wyoming if there are outstanding state taxes or fees owed?

Yes, you can dissolve an LLC in Wyoming even if there are outstanding state taxes or fees owed, but those obligations will still need to be settled with the appropriate agencies.

What is the process for dissolving an LLC in Wyoming?

To dissolve an LLC in Wyoming, you must file Articles of Dissolution with the Wyoming Secretary of State.

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.