Wyoming's Secretary of State provides two options for dissolving a Wyoming LLC. The first happens automatically if you fail to pay your annual report or maintain a registered agent. This is called an Administrative Dissolution. The second method is a Formal Dissolution. This occurs when you file Articles of Dissolution to formally end the company's life.
This is the least expensive way of winding down your LLC in Wyoming. It does not technically require you to do anything. All you must do is fail to file your annual report. After a 60 day grace period the Secretary of State will place the company in administrative dissolution.
This is the more popular form because of its relatively simplicity and the avoidance of any fees. Administratively dissolving the company, however, does bring the following downsides:
1) The company cannot begin doing business again until past due annual reports are paid and a reinstatement fee.
2) The company shows as delinquent for failure to pay rather than formally ended. This may reflect poorly on its or your reputation.
3) This is not as big of a deal, since the company is ending, but you will not have control over the specific date it ends. The Secretary will dissolve it approximately 60 days after failing to pay your annual dues.
4) The company name cannot be reused immediately this way. There is a two year window where that limited liability company's name remains unable to be used.
5) If the company fell out of good standing for failure to maintain a registered agent, then there is a $250 reinstatement fee. This is obviously to be avoided. Our Wyoming Registered Agent Service is only $49 per year.
A formal dissolution requires submitting Articles of Dissolution and a $50 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. Going this route brings a few benefits:
1) The company's name may be immediately reused. This is useful if the first filing contained a mistake you don't want contained in the
2) Reinstating the company does not incur any fines or fees. You simply file new Articles of Organization with the Secretary.
3) The company has officially been ended, this means it has quit conducting business and may not be the subject of new lawsuits.
4) The company's closure is clean and complete with no loose ends.
The Secretary makes filing Articles of Dissolution for a limited liability company easy. It is a simple one page form. It only asks whether you have met the requirements for dissolution and for a signature. The document is public record, so whomever signs it will have their name publicly visible. The signature must be an original. You may review the filing here.
You then mail in the document. When it is accepted the Secretary will email you the stamped copy and post it online on the company's business page. There you may view and download it at anytime. If you want to anonymously file this document, then we would be happy to help. We only charge $50 to file the report. Learn more about Wyoming LLC privacy here.
Winding Down a Wyoming Company
Formally closing the company requires more than just one filing with the Wyoming Secretary. You must also make reasonable efforts to discharge debts, liabilities and other obligations. Assets must be sold and bank accounts shut down. Any net proceeds should then be distributed to members per their share of the earnings.
After dissolving, you may continue to do business in so far as the purpose is to end the company's affairs. This means you may still liquidate assets and sign contracts if they are a move towards stopping the company.
Other agents may require advance notice before billing you for the following year. If you are dissolving, then we will not bill you. However, others may and you should mindful of this.