To dissolve a limited liability company one has to take up a set of required steps. In Wyoming, 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 Wyoming, 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.
If you have an Wyoming LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Wyoming 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 Wyoming LLC.
On this page, you’ll learn about the following:
- How to Dissolve an LLC in Wyoming
- After Dissolving Your LLC
- Reasons Behind Dissolving Wyoming LLC
- Wyoming LLC Dissolution Review
How to Dissolve an LLC in Wyoming
Dissolution of Wyoming LLC requires three broad procedural steps. Having an Wyoming LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Wyoming Secretary of State.
Step 1: Follow Your Wyoming 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. The 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 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.
While dissolving the Wyoming 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.
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 an Wyoming Articles of Organization, one has to file Wyoming 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 Wyoming 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 Wyoming 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.
Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020
Filing Fee: $50
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 Wyoming LLC
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.
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 Wyoming includes 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 $50. 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 Wyoming 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 Wyoming. A registered agent can help you do the needful.
Reasons Behind Dissolving Wyoming LLC
Dissolving a company is a huge decision indeed. But it is essential to know what leads to it. If we decide to dissolve an LLC in Wyoming, it is important to know the adequate reason. There are many types of them. Sometimes the owners decide to dissolve, and sometimes it is the decision of the government. Mostly, the grounds of dissolution are voluntary only. Let’s see what these decisions can be,
- If the owners think there is no possibility of growth in the company.
- If it is impossible to get to the aim of the company.
- Too much competition can also be a reason for this.
- The increase in the arguments among partners of the company.
- The impossible situation of catering to the needs of the audience.
- Not being able to pay the higher cost of production of the products.
- The instability in the economy of the industry.
Top Businesses in Wyoming!
The economy of Wyoming is really tied up with the help of agriculture. The industry of agriculture markets beef, cattle, and sheep. The agriculture industry provides the main source to the state, making it best to start an LLC in Wyoming. Other industries in the state also come up with a lot of supply for the economy. Here, let’s check the different top businesses in the state,
- Mining industry: This industry comprises the state GDP more than any other industry. With this, the state can share $7.96 billion in the economy. The sector is famous for coal mining, petroleum, and natural gas. There are other products related to mining in this sector too. But coal, petroleum, and natural gas are the most famous ones.
- Finance industry: Finance industry might not be the chief industry, but it is a crucial one. It is the one that shares $5.4 billion to the GDP and helps in development.
- Transportation and warehousing: There is an industry of manufacturing, tourism, mining, agriculture, but where do we keep the products? It is the time when this sector comes into the light. It is also a significant contributor to the GDP and comprises $2.86 billion to the whole.
Wyoming LLC Dissolution Review
Time needed: 5 minutes.
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 detail.
- 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 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.
What is the Cost to Dissolve an LLC in Wyoming
Filing for a dissolution with the Secretary of State is an easy process that requires only filing for the articles of dissolution. Make sure you submit the most pertinent information, including the date of the dissolution, in order to be considered a valid filing. You can also pay a $50 reinstatement fee. If you fail to pay the annual report, the status of your company will become administratively dissolved. This means that you must contact government agencies to clear any unpaid taxes or fees.
Dissolving an LLC in Wyoming can be costly. Whether the owners intend to sell or keep a business, they are not allowed to own the business. In addition, failing to pay the annual fees can lead to the dissolution of the company. In Wyoming, an LLC can be dissolved if the owners fail to pay the annual dues within 60 days or two years. Failure to maintain a registered agent will result in a $250 reinstatement fee.
You can file a dissolution petition online or through a business attorney. The dissolution procedure is simple. If you’ve used an attorney, you can hire them to help you with your documents. The paperwork for a dissolution in Wyoming is simple and straightforward. You simply contact the Secretary of State and file the appropriate paperwork. The process usually takes about 30 days to complete. It can take up to two years for your LLC to be reinstated if you failed to keep a registered agent.
Yes, in Wyoming, there is a fee of $50 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Wyoming SOS.
No, there is no requirement of revenue department clearance till the time the SOS of Wyoming accepts the dissolution form.
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.
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.
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.