Wyoming How to Close an LLC: The Exact Steps to Dissolve It Properly

Before touching any state paperwork, the members must formally vote to dissolve and record that decision in writing. For a single-member LLC, a written resolution signed by the sole member is sufficient. For multi-member LLCs, the operating agreement controls how many votes are needed, typically a majority or unanimous consent. Date and keep that resolution permanently because Wyoming courts and creditors can request it.

Winding up means finishing outstanding contracts, collecting receivables, paying creditors, and settling any liabilities before the dissolution filing. Wyoming Statutes Section 17-29-702 requires that known creditors receive written notice of the dissolution with a deadline to submit claims, which must be at least 120 days from the date of the notice. Distribute remaining assets to members only after all debts are settled. If the LLC has employees, cancel payroll accounts and file final payroll tax returns with the IRS and Wyoming Department of Revenue before proceeding.

The actual state filing is a one-page Articles of Dissolution form submitted to the Wyoming Secretary of State, either online or by mail. The filing fee is $60 as of 2024. The form asks for the LLC name, the date the dissolution was authorized, and confirmation that the winding-up process is complete or will be completed. Processing is typically 5 to 10 business days by mail and often same-day or next-day online. Once accepted, Wyoming issues a Certificate of Dissolution confirming the entity is officially closed.

After the state approves the dissolution, formally terminate your registered agent relationship in writing to stop ongoing registered agent fees, which typically run $50 to $150 per year from commercial providers. File a final federal tax return for the LLC, marking it as a final return, and close the EIN with the IRS by sending a brief letter to the IRS Cincinnati campus. If the LLC was registered to do business in other states, file foreign qualification withdrawal forms in each of those states separately, each with its own fee. For a deeper look at the ongoing obligations you are eliminating, see Wyoming LLC Yearly Cost: Every Fee You Will Actually Pay.

Wyoming will administratively dissolve an LLC that misses its annual report and $60 fee, but that is not the same as a clean voluntary dissolution. The LLC's name can be claimed by another entity, and members technically remain exposed to liabilities that arose before administrative dissolution. Reinstating an administratively dissolved Wyoming LLC costs $100 plus the past-due annual report fees, and Wyoming allows reinstatement for up to five years after administrative dissolution. If you want the entity gone cleanly with no trailing liability window, file the voluntary Articles of Dissolution rather than letting it lapse.

Keep the LLC's financial records, tax returns, contracts, and dissolution documents for at least seven years after the final return is filed, matching the IRS audit window for returns with substantial understatement issues. Wyoming does not require you to file anything with the state after the Certificate of Dissolution is issued, so once you have that document in hand, the entity is closed from the state's perspective. If the LLC held real property, record a deed transferring title out of the LLC's name before or concurrent with dissolution, because a dissolved LLC cannot execute deeds in most situations.