How to Dissolve an LLC in Wyoming? (Most Effective Way)

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: June 20, 2024
FACT CHECKED by Lou Viveros, Growth & Transition Advisor
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All businesses, whether they are LLCs or not, eventually come to an end. In some cases, the business owners may choose to dissolve the company voluntarily.

I solicited expert advice from our certified legal team and wrote this guide designed to help you legally and efficiently close your business

If you are thinking about dissolving your LLC, here are the correct steps to follow.

Quick Summary

  • To legally dissolve an LLC in Wyoming, owners must follow a series of steps, including voting for dissolution and filing necessary documents with the state.
  • The process also involves sending a notification to creditors and filing final tax returns before submitting dissolution documents.
  • The dissolution process costs a $60 filing fee for submitting the Articles of Dissolution to the Wyoming Secretary of State.
  • While the process of dissolving an LLC in Wyoming is straightforward, in my opinion, consulting with a professional can help ensure all legal and financial bases are covered efficiently.

6 Steps to Dissolving an LLC in Wyoming

Follow these six steps to dissolve a Wyoming LLC.

Step 1: Vote to Dissolve the LLC

Two employees discussing a Wyoming LLC operating agreement

Before taking any formal action, the members (owners) of the LLC must agree to dissolve it.

This decision is typically made through a formal vote and should follow the LLC's operating agreement.

If the operating agreement does not specify how a dissolution vote should be conducted, Wyoming state law will apply.

According to the 2022 Wyoming statutes, Chapter 29 of the Wyoming Limited Liability Company Act requires the consent of members who own more than a majority of the profits of the LLC unless a different percentage is specified in the operating agreement [1].

In our case, the vote and its outcome were documented in the minutes of the meeting and as a written consent form. This documentation is crucial for legal purposes and future reference.

Step 2: Notify Creditors About Your LLC's Dissolution

Once the decision to dissolve is made, the LLC must notify its creditors. This step is important to limit your liability and ensure all debts are settled.

During our process, we sent written notices to all our known creditors, informing them of the LLC’s dissolution.

The notice should include a claim submission deadline (which cannot be fewer than 120 days from the date of the notice) and the mailing address where claims can be sent.

While not required by Wyoming law, we also recommend publishing a notice of dissolution in a local newspaper to inform potential claimants.

Step 3: File Final Tax Returns and Obtain Tax Clearance

A person holding a clipboard beside a coworker

Before the LLC can be formally dissolved, it must settle its tax obligations.

  • Final Federal and State Tax Returns: File final federal and state tax returns. Ensure that you mark these returns as “final.”
  • Tax Clearance: While Wyoming does not require a tax clearance certificate to dissolve an LLC, it's important to ensure all state taxes are paid. This includes sales tax and employer taxes if applicable.

Step 4: File Articles or Certificate of Dissolution

As part of the dissolution process, it's imperative for the 73,330 small businesses that constitute 98.9 percent of Wyoming's business landscape(as per the 2023 US Small Business Administration stats) to file final tax returns and settle any outstanding tax obligations [2].

To officially start the dissolution process with the state, you must file the Articles of Dissolution with the Wyoming Secretary of State [3].

In our situation, the Articles of Dissolution included the LLC's name, the date of dissolution, and a statement that the decision to dissolve was properly made by the members.

Note that there is a filing fee associated with this submission. The current fee on the Wyoming Secretary of State’s website is $60.

"A formal dissolution requires submitting Articles of Dissolution and a $60 check to the Wyoming Secretary of State. Once received, there is a 3-5 day processing time before the documents are filed online and the company is formally closed."

- Mark Pierce, esq, Founding Partner of Wyoming Trust & LLC

Step 5: Distribute Assets

After paying off all debts and obligations, the remaining assets of the LLC should be distributed to the members.

During our dissolution, the assets were distributed according to the ownership percentages outlined in the LLC’s operating agreement.

If the operating agreement does not specify, distributions should be made in proportion to each member’s contribution to the LLC.

Step 6: Close All Accounts and Cancel Licenses and Permits

Finally, close any remaining aspects of the business.

Close all business bank accounts and liquidate any other business assets.

Cancel any business licenses or permits held by the LLC to avoid future legal obligations or fees. This includes notifying the relevant Wyoming state and local agencies.


How Much Does It Cost to Dissolve an LLC in Wyoming?

It costs $50 to dissolve an LLC in Wyoming. $50. Additionally, there may be other costs associated with the dissolution process, such as professional fees for legal or accounting services, and any expenses related to settling the company's debts and obligations.

How Long Does It Take To Dissolve an LLC in Wyoming?

After filing the Articles of Dissolution, the Wyoming Secretary of State typically processes the filing within a few business days. However, the entire dissolution process, including settling debts, distributing assets, and completing final tax returns, can take several weeks to several months.

Can I Reinstate My Wyoming LLC After It’s Been Administratively Dissolved?

Yes, you can reinstate your Wyoming LLC after it has been administratively dissolved. You have 2 years to pay any penalties and expenses related to your dissolution. Your Wyoming LLC is considered Defunct during this time period, but the Secretary of State is prepared to enable it to be Reinstated.



About The Author

Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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