How to Dissolve an LLC in Wyoming (2026)
Dissolving an LLC in Wyoming means filing the Articles of Dissolution with the Secretary of State's Business Division. The fee is $60. Wyoming skips the tax clearance certificate that some other states require before you can file.
This guide covers voluntary dissolution of a domestic Wyoming LLC. That means you close the business voluntarily, instead of through a court order or state action. If your LLC formed in another state and only registered to do business here, you'll file a withdrawal instead.
Quick Summary
- File final tax returns before you submit dissolution paperwork. The IRS still expects a return marked final, even though Wyoming skips a clearance step.
- Get the dissolution vote right first. Without an operating agreement rule, Wyoming law requires consent from every member.
- Keep your filed Articles of Dissolution afterward. Your bank will want proof the LLC is closed.
How to Dissolve an LLC in Wyoming: 6 Steps
Here's Wyoming's dissolution process at a glance: the form, the fee and what the Secretary of State needs before it will process your filing. Full details on each step follow the table below.
| Detail | Information |
|---|---|
| Form name | Limited Liability Company Articles of Dissolution |
| Filing fee | $60.00 |
| Expedited options | Same-Day $1,400.00 / Next-Business-Day $700.00 (add-on to the $60 base fee) |
| Standard processing | Up to 15 business days |
| Online portal | None (mail-only filing) |
| Mail address | Wyoming Secretary of State, Business Division, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020 |
| In-person address | Same as mail address |
| Notarization required | No |
| Tax clearance required (agency) | No |
| Online filing mandatory for | Not applicable (no online path exists for this form) |
| Short-form eligibility | Not applicable (Wyoming has one dissolution form for all domestic LLCs) |
Step 1: Vote to Dissolve
Before you file anything, get every member on board. Wyoming law defaults to one rule: all members must consent to dissolve [1]. Your operating agreement can set a different rule instead, like a majority vote.
Check your operating agreement first. Follow it if it spells out a dissolution process. If members agree without one, write down the vote or consent. Keep that record. A bank, creditor or court may ask for it later.
Step 2: Notify Creditors
Once members vote to dissolve, notify your creditors in writing. Wyoming lets you set a claim deadline. It can be as short as 120 days after a creditor gets the notice. Miss that deadline, and the claim is barred.
Your notice needs three things: a mailing address, what a claim must include and a deadline warning. If you reject a claim, say so in writing. That starts a second clock. The creditor then has 90 days to sue, or the claim is barred too.
Step 3: File Final Tax Returns
No state agency requires a tax clearance certificate before you dissolve an LLC in Wyoming. Mark your final federal and state tax returns as "final." That tells the IRS and Wyoming the entity is closing.
Settle any outstanding license tax and state fees on your own schedule. Confirm nothing is still owed to the Secretary of State or the IRS before you close the books.
Step 4: File the Articles of Dissolution With the Secretary of State
The Wyoming Secretary of State's Business Division handles this filing. Send the Articles of Dissolution by mail, or drop it off in person. Wyoming doesn't accept this form online or by email.
Mail or deliver it to Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. Include a $60 check or money order made out to the Wyoming Secretary of State.
Standard processing takes up to 15 business days after the office gets your form, or you can pay for faster service. Next-business-day costs $700 and same-day costs $1,400, both on top of the $60 base fee.
Neither expedited tier requires notarization, and the standard filing doesn't either. The form just needs a signature from someone authorized to act for the LLC. Wyoming also has just this one dissolution form for domestic LLCs, so there's no shorter version to qualify for.
Step 5: Distribute Remaining Assets
After creditors are paid, the company repays each member's unreturned contributions first. Then it splits any surplus in equal shares among the members. Ownership percentage doesn't decide that split, unless your operating agreement says otherwise.
If your operating agreement sets a different split, write it down and follow it instead of the statutory default. Keep that written split with your other dissolution records.
Step 6: Close Accounts and Cancel Licenses and Permits
Close your business bank accounts once the LLC's affairs are wound up. Cancel any local licenses or permits still tied to the business. Banks usually ask to see your filed Articles of Dissolution before they'll close an account.
If you registered for a Wyoming sales tax license, contact the Department of Revenue to close it. If you used a Wyoming registered agent service, cancel that subscription too. None of this happens automatically just because you dissolved with the Secretary of State.
What Happens if You Do Not Formally Dissolve
Skip the formal process, and your LLC doesn't just disappear. Wyoming administratively dissolves an LLC that misses its annual report by more than 60 days past the due date [2]. License taxes and fees keep adding up until that happens.
You can reinstate an administratively dissolved LLC within 2 years. File the paperwork and pay the fees. Wyoming law doesn't allow reinstatement after that window closes. After 2 years, your only option is starting a new LLC in Wyoming instead of reviving the old one.
FAQs
How Much Does It Cost to Dissolve an LLC in Wyoming?
It costs $60 to dissolve an LLC in Wyoming. Optional expedited processing costs $700 more for next-business-day service or $1,400 more for same-day service.
How Long Does It Take to Dissolve an LLC in Wyoming?
It takes up to 15 business days to dissolve an LLC in Wyoming. That's how long the Secretary of State needs to process your Articles of Dissolution once filed. Creditor notices and final tax returns can add more time. The creditor claim window alone runs a minimum of 120 days.
Can I Reinstate My Wyoming LLC After It Has Been Administratively Dissolved?
Yes, you can reinstate your Wyoming LLC after it has been administratively dissolved. You have 2 years from the dissolution date to file. Reinstating for a lapsed annual report costs $100. Reinstating because the LLC has no registered agent costs $350.
Does a Foreign LLC Use the Same Dissolution Process in Wyoming?
No, a foreign LLC doesn't use the same dissolution process in Wyoming. It withdraws instead, using a separate filing with the Secretary of State. That's different from the Articles of Dissolution domestic LLCs use. The six steps above don't cover that withdrawal process.
References:
- https://sos.wyo.gov/Forms/WyoBiz/Wyoming_Limited_Liability_Company_Act_and_Close_LLC_Supplement.pdf
- https://sos.wyo.gov/faqs.aspx?root=BUS
