Key Takeaways

  • Wyoming LLC dissolution requires submitting Articles of Dissolution and settling any financial obligations.
  • Creditors must be notified during the winding-up process.
  • Ensure the LLC's operating agreement and state requirements are followed.
  • Filing fees and processing times apply.
  • It's recommended to consult with professionals or use a service for assistance in filing and managing dissolution.

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.

Formal Agreement and Approval for Dissolution

Before initiating the dissolution process, confirm that all LLC members (if applicable) agree to the closure. This is typically done by holding a formal meeting where a vote is conducted, as outlined in the LLC's operating agreement. Ensure that proper documentation is filed to reflect the agreement reached. For single-member LLCs, this process is more straightforward, but members must still follow any dissolution instructions in the operating agreement.

Winding Up

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.

Closing Business Affairs and Finalizing Accounts

Once the dissolution vote is completed, the winding-up process involves completing all business affairs. This includes settling all debts, obligations, and distributing assets. It’s essential to close any tax accounts with the Wyoming Department of Revenue to avoid further costs. This process may require notifying tax authorities, including the IRS. Ensure that all business transactions and debts are addressed before filing the Articles of Dissolution.

Notify Creditors

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.

Notifying Creditors and Public Notices

While notifying creditors is not mandatory, it significantly reduces liability risks. Send formal notifications to known creditors, outlining the dissolution and setting a deadline for claims (typically no less than 120 days). In addition, a public notice can be published in a local newspaper to inform unknown creditors. This ensures that all possible claims are addressed before finalizing the dissolution.

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.

Filing the Articles of Dissolution

To formally dissolve the LLC, submit the Articles of Dissolution to the Wyoming Secretary of State. This is a simple one-page form requiring the LLC's name, a declaration of dissolution, and the authorized signature. The form cannot be filed online and must be submitted by mail or in person. The state charges a filing fee of $50, and processing typically takes about one week.

Administrative Dissolution

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.

Avoiding Administrative Dissolution

An LLC may also be dissolved administratively if it fails to meet state requirements, such as submitting annual reports or maintaining a registered agent. To avoid administrative dissolution, ensure all necessary filings are made on time, and maintain up-to-date records with the Secretary of State.

Frequently Asked Questions

  1. How long does it take to dissolve an LLC in Wyoming?
    After submitting the Articles of Dissolution, it typically takes about 15 business days for the Wyoming Secretary of State to process the dissolution.
  2. Can I dissolve my LLC without notifying members in Wyoming?
    If the LLC has multiple members, it's important to notify and obtain consent according to the operating agreement. For single-member LLCs, this step is not necessary.
  3. What happens if I don’t properly dissolve my LLC in Wyoming?
    Failure to properly dissolve the LLC could leave the company liable for unpaid taxes and debts, potentially leading to ongoing financial responsibilities.
  4. Can I reopen a dissolved LLC in Wyoming?
    Yes, you can reopen a dissolved LLC by filing new Articles of Organization with the Wyoming Secretary of State.
  5. How much does it cost to dissolve an LLC in Wyoming?
    The filing fee for submitting Articles of Dissolution is $50. Additional fees may apply for other services, such as tax account closure.

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