Dissolve a Wyoming entity
Wyoming makes a clean exit cheap: a $60 filing. But only a filed dissolution stops future annual reports and license taxes; an entity you simply stop using keeps accruing them.
Voluntary dissolution, step by step
- Approve it. LLCs follow the operating agreement (often a member vote or consent); corporations need a board resolution and shareholder approval, or the incorporators or directors alone if no shares were issued.
- Get current. The Secretary of State will not accept dissolution while an annual report or license tax is past due. If your anniversary month has passed this year, file that report first.
- Wind up the business. Notify creditors, pay or reserve for known debts, close accounts and licenses, and distribute remaining assets to owners.
- File Articles of Dissolution: $60 for LLCs and corporations. Paper filings can take up to about 15 business days to process.
- Confirm the status shows dissolved on the Secretary of State's search, and keep the filed articles.
- Finish the tax side: file final federal returns marked “final” and cancel any foreign registrations in states where the entity was registered.
Timing to save a year
Wyoming's tax is due on the first day of your anniversary month. If you dissolve before that date arrives, you avoid another year's report and license tax. An LLC formed in October that decides in August to close should file its dissolution in September, not after October 1.
Already administratively dissolved?
If the state dissolved the entity for missing reports or a registered agent, it exists only to wind up. You generally have two years to reinstate by filing every missed annual report, paying each missed year's license tax, and paying the reinstatement fee. See the anniversary deadline guide. If you only want to close it, confirm with the Secretary of State whether reinstatement is required first; an entity that owns property, holds contracts, or faces claims usually benefits from reinstating and then dissolving properly.
Voluntary vs administrative dissolution
Voluntary dissolution costs $60 plus any report already due and leaves a clean record that banks, lenders, and future acquirers recognize. Letting the state dissolve you instead leaves a period where the liability shield is uncertain, can add reinstatement costs if you later need the entity, and shows up in background checks as an administrative dissolution rather than an orderly close. For the Delaware and California equivalents, see cancelling a Delaware LLC and stopping California's $800.
Sources
- Wyo. Stat. §§ 17-29-701–707 (LLC dissolution and reinstatement), 17-16-1401 et seq. (corporations)
- Wyoming Secretary of State business fee schedule and Articles of Dissolution form