How to Dissolve Your WY Corporation
Articles of Dissolution
Complete and file your Articles of Dissolution with the Secretary of State office. There is a filing fee of $50 that must accompany your articles. Wyoming has two different forms of dissolution for your corporation to choose from:
- Articles of Dissolution by Shareholders: This option is for corporations that have conducted business and issued shares.
- Articles of Dissolution by Incorporators or Initial Directors: This option is for corporations that have not conducted business or issued any shares.
If you have filed Articles of Dissolution but wish to revoke them, your corporation has the option of filing Articles of Revocation of Dissolution with the Secretary of State office. However, this must take place within 120 days of filing your Articles of Dissolution.
Perform all final business operations and settle any outstanding financial matters. Your corporation cannot be dissolved without first paying off all taxes or fines associated with your business accounts. Additionally, your corporation must cease all activities, complete any property transfers or asset distributions, and settle all debts or other financial obligations.
If you are uncertain about your corporation’s closing obligations for dissolution, you should consider seeking expert advice. A tax attorney or CPA can help ensure that your accounts are closed correctly.
Wait for recognition from the Secretary of State office that your request has been approved before assuming your Wyoming corporation has been dissolved. The processing time for your Articles of Dissolution is generally within one week. Once your articles have been processed and your dissolution approved, you can no longer conduct operations or any business with that corporation in the state of Wyoming.
Following all necessary steps required by the state of Wyoming will help ensure that you avoid any possible fees. If your corporation is registered to conduct business in any additional states, you must file separately with those states. Note, you file the same articles regardless of whether you have an S-Corp, C-Corp or Close Corp.
What is Administrative Dissolution?
The steps listed above guide you through dissolving your Wyoming corporation should you choose to do so in good practice and in accordance with the state’s regulations. This is different than administrative dissolution, which occurs when a corporation fails either to file annual reports or maintain a proper registered agent (or both). In the case of administrative dissolution, a corporation can only once again conduct business after going through the necessary reinstatement process and paying all fees and back taxes.
When your corporation fails to file an annual report, it will receive a delinquency notice. If this notice is ignored for sixty days, your corporation status with the state will change to administratively dissolved. In order to reinstate your good standing with the state, you must file all missed annual reports. For each missed report, there is a minimum fee of $50. There is an additional reinstatement fee of $50. If your Wyoming corporation wishes to reinstate, the reinstatement process must be completed within two years of your administrative dissolution status change. The Secretary of State's relatively simply dissolution process is just one of the Wyoming Corporation's benefits.