Owning and operating a business isn’t easy. In fact, nearly two-thirds of small businesses fail after operating for up to ten years. If your limited liability company (LLC) flounders financially and/or legal complications force you to shut your doors, you’ll need to formally dissolve the LLC to avoid having to pay annual fees, accumulated fees, business taxes, and penalties long-term.
Dissolving an LLC in Wyoming means that you are permanently shutting down your business. Your company will no longer have a legal structure and will cease to exist. You can revive or reinstate your LLC in Wyoming at a later date if you wish, but you’ll need to follow the state’s reinstatement procedures and pay all required fees and fines.
There are three basic steps to LLC dissolution in Wyoming. First, you’ll need to make sure you have a Wyoming LLC operating agreement. This agreement is required to form an LLC in the state, so you should already have it on hand. The second step is to close accounts and contact creditors to make sure all bills are paid before the LLC dissolves. The final step is to submit the Article of Dissolution form to Wyoming’s Secretary of State. Once the Secretary of State approves the dissolution application, your business is formally dissolved.
There are three main reasons for LLC dissolution. These are administrative dissolution, judicial dissolution, and voluntary dissolution.
Administrative dissolution occurs automatically if your LLC fails to take the following actions:
If you’re thinking about using administrative dissolution as an alternative to voluntary dissolution, you may want to reconsider the move. Administrative dissolution is a lot simpler than voluntary dissolution as you don’t have to fill out paperwork, submit dissolution forms, etc. However, your reputation could take a hit if you go this route. You won’t have full control over the dissolution process as the Wyoming Secretary of State will decide the date on which your business shuts down for good. You won’t be able to reuse your LLC name for two years, and you’ll have to pay a penalty fee if you decide to reinstate the LLC at a later date.
A judicial dissolution means that a court has ordered your LLC to dissolve. There are several causes for such a dissolution, including:
If your LLC is dissolved by the court, you won’t have a full say in how the company is wound up and assets are distributed.
In a voluntary LLC dissolution, most or all the LLC members agree to dissolve the business. Once you’ve voted in favor of dissolving the business, you’ll start the dissolution process, which ends with submitting Articles of Dissolution to the Wyoming Secretary of State. Some reasons for a voluntary dissolution include:
There are a number of steps you need to take to dissolve your LLC in Wyoming.
You only need to vote on dissolving the LLC if it’s a voluntary dissolution. Judicial and administrative dissolutions don’t require a vote.
If you operate a single-member LLC, you don’t need to hold a meeting, vote, or take minutes. You simply follow the state’s LLC dissolution process and the dissolution rules outlined in the LLC operating agreement.
If you have two or more members, you’ll need to call a meeting to vote on dissolving the LLC. You’ll need to take minutes of your dissolution meeting for your business records.
The LLC operating agreement should have clear rules outlining how to handle issues such as the division of assets, cancelation of contracts, and handling of debts. You’ll need to either follow these rules or draft a new operating agreement.
In some states, you can dissolve an LLC by majority vote if your operating agreement allows for it. However, in Wyoming, a unanimous vote is required to dissolve an LLC.
Once you vote to dissolve the LLC, you need to wind up your business operations. This includes:
Wyoming law requires that you notify creditors of your LLC dissolution in writing. This notification is called a certificate of dissolution. This certificate should include detailed instructions on how to file claims for outstanding debts. You’ll also need to provide your mailing address, a deadline for receipt of claims, and notification that the claim will be invalid if it’s not received by the deadline.
Wyoming law doesn’t require that you notify the public of the dissolution of your LLC. However, it’s still a good idea to put an ad in the local newspaper announcing your LLC dissolution and providing information for potential claimants to file a claim for outstanding debts. It’s not uncommon for LLCs to have unknown claimants file claims for outstanding debts, and such claims are best processed as early in the dissolution process as possible.
You’ll need to notify state tax agencies that you’re dissolving your LLC and cancel all your tax accounts. These include:
If there are pending tax bills, you’ll need to pay these before dissolving your LLC. You may also need to file Form 1065 with the IRS. This form should include the date of the LLC dissolution.
Filing articles of dissolution with the Wyoming Secretary of State is one of the easiest aspects of LLC dissolution. The form is only one page long and requires only minimal information.
The form also comes with a handy checklist to let you know how much you need to pay for the LLC dissolution, how long the dissolution process will take, and more. Read it carefully to ensure there are no delays in processing your application.
It’s never easy to shut down a business that you invested money, time, and hard work in building. Thankfully, Wyoming is a business-friendly state that makes it as easy as possible to set up and dissolve an LLC. What’s more, the experience you gain from running an LLC and the network you built as a local business owner are valuable assets that you’ll never lose. Remember that the lessons you learned and the experiences you gained can empower you to reach your new career goals.
Every business owner who starts a business wants it to succeed long-term. Unfortunately, things don't always play out as planned. If there are member disagreements, financial problems, and other impediments your business can't resolve, it may be best to dissolve your LLC rather than try to keep it afloat.
You'll need to send a $60 check when you file articles of dissolution with the Wyoming Secretary of State. Other costs vary depending on current debts, taxes owed, etc.
No, there is no way to dissolve an LLC in Wyoming online. You'll need to print out the required forms and mail them. However, you can check online to see if your paperwork has reached its destination. To do so, go to the Wyoming Business Entity Search website, search for your business name, and then click on "History" to see if your dissolution paperwork was filed.
It takes between five and ten business days for the state to process your dissolution paperwork. This time period doesn't include mailing time.
There are serious consequences if you close your LLC but don't dissolve it. These include:
If your LLC is registered in more than one state, you will need to file a certificate of termination, application of withdrawal, or another, similar form with each state's Secretary of State. The procedures for filing these forms, and the requirements you need to fulfill in order to shut down your LLC will vary by state.
This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness.
Terry is a serial entrepreneur with over 25 years of experience building businesses across multiple industries – construction, real estate, e-commerce, hotelier, and now digital media. When not working, Terry likes to kick back and relax with family, explore Taoism’s mysteries, or savor the taste of fine Italian red wine.
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