Dissolve Wyoming LLC: Everything You Need to Know
To dissolve Wyoming LLC and officially end its existence as a business entity, you must start with an official procedure known as “LLC dissolution.”3 min read
2. Winding Up
3. Notify Creditors
4. Articles of Dissolution
5. Administrative Dissolution
Updated November 27, 2020:
To dissolve Wyoming LLC and officially end its existence as a business entity registered by the state, which will no longer be reachable by its creditors, you must start with an official procedure known as “LLC dissolution.”
Dissolving the LLC
For you to dissolve an LLC voluntarily, you must first consider the LLC's documents of formation, which are known as the operating agreement and the articles of organization. One of those documents will normally have a section that spells out how the company should be dissolved. Usually, the procedure will involve the vote of a percentage of the members of the LLC on their resolve to close down the company. Ensure that you follow all the specific guidelines required to dissolve the LLC, which usually include scheduling a meeting for voting and informing every member in advance about the meeting.
After its dissolution, an LLC exists for a while for the sole purpose of addressing certain conclusive matters, which is a process called “winding up” the LLC. The LLC will likely assign a couple of its managers or members to take care of the winding up process. Under the LLC Act of Wyoming, the major winding up obligations are as follows:
- Preserving the property and activities of the LLC as a profitable undertaking for a considerable while.
- Suing and defending against criminal, civil, or administrative lawsuits.
- Mediating or arbitrating over disputes for settlement.
- Settling and closing the activities of the LLC.
- Transferring the property of the company.
- Taking care of the LLC's obligations, debts, or other liabilities.
- Organizing the distribution of the LLC's assets.
Regarding the last two items on the above list, namely taking care of the LLC's obligations, debts, and liabilities and distributing the LLC's assets, you're expected to pay out in a specific order. You must first pay creditors, which include members of the LLC who are creditors. Furthermore, you should know that it's important to clear every outstanding tax.
After paying creditors, you should disburse the rest of the assets to the LLC's shareholders. Send back every contribution to the company that was not previously sent back. Then, equally distribute any remaining shares to current shareholders and dissociated shareholders of the LLC, except if the LLC's operating agreement specifies differently. There's also an unusual legal provision in Wyoming that makes it possible to make distributions to members differently according to the authorization and representation an LLC's representative makes to the IRS.
Another major obligation considered part of the process of winding up is informing the creditors and other claimants of your LLC of its impending dissolution. It's not compulsory to notify creditors and claimants. However, notifying them will assist in minimizing your liability and also let you make conclusive distributions to shareholders safely. Under the law of Wyoming, a means of sending notices is by writing directly to known creditors. A standard notice must have the following features:
- Be specific about the information needed to be added to a claim.
- Supply a mailing address to send the claim to.
- Specify a deadline for receiving the claim, which shouldn't be fewer than 120 days, counting from the date the claimant receives the notice.
You can also notify other anonymous claimants by publishing in a newspaper.
Articles of Dissolution
You ought to file articles of dissolution with the Secretary of State after the dissolution of your LLC. While you're not required by the law of Wyoming to file this kind of conclusive document because you can simply state that your LLC has been dissolved, it's advisable to file the articles of dissolution, as a general rule.
Only the most relevant information about the dissolved LLC, such as the company's name, declaration of dissolution, a date, and an authorized signature, should be in the articles of dissolution. It costs $50 to file articles of dissolution. Usually, the filing takes a week to process. There's a form for the articles of dissolution, which can be downloaded from the website of the Secretary of State.
When a Wyoming LLC is shut down by the Secretary of State of Wyoming, it is called an “administrative dissolution.” An administrative dissolution can occur when a business fails to file its yearly report or fails to engage the services of a registered agent. Your business will be protected by Wyoming for two years from the date it's dissolved.
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