How to Dissolve an LLC in Wisconsin
A Wisconsin LLC dissolves when an event in the operating agreement occurs or when all members affirmatively vote or consent. After dissolution, the LLC must wind up. Wisconsin uses Form 510, Statement of Dissolution or Termination: filing a statement of dissolution gives public notice of dissolution, while filing a statement of termination after winding up ends the LLC. The current fee is $20 online or $35 on paper; delinquent annual-report years can add $25 per year.
Review the operating agreement and document the dissolution event. If using the statutory voluntary-consent route, all members must affirmatively vote or consent. Wind up the LLC, pay creditors, close Wisconsin tax and employer accounts, then use Form 510 to file a statement of termination after winding up. The current filing fee is $20 online or $35 paper.
- Filing authority
- Wisconsin DFI
- Official form
- Form 510
- Online fee
- $20
- Paper fee
- $35
- Default voluntary approval
- All members
- Delinquent years
- +$25 each, if applicable
- Tax clearance
- No separate DOR certificate listed
What Dissolving a Wisconsin LLC Means
Wisconsin separates dissolution from final termination. Under Wis. Stat. § 183.0701, dissolution starts when an operating-agreement event occurs, all members affirmatively vote or consent, or another statutory dissolution event occurs.
Under § 183.0702, the dissolved LLC continues only for winding up. During winding up, the LLC may file a statement of dissolution; after winding up, it may file a statement of termination. Wisconsin Form 510 supports either filing.
Before You File: Approve the Dissolution
Start with the operating agreement. If it states an event or circumstance that causes dissolution, follow that rule. For the general voluntary-consent route under § 183.0701(1)(b), Wisconsin requires the affirmative vote or consent of all members.
Document the approval. Keep written member consents or meeting records with the LLC's permanent records. Do not substitute a majority threshold for Wisconsin's statutory all-member rule.
Wind Up the Wisconsin LLC
After dissolution, Wisconsin § 183.0702 requires the LLC to wind up: discharge debts and liabilities, settle and close activities and affairs, and marshal and distribute assets.
Pay Creditors and Handle Liabilities Before Distributions
Wis. Stat. § 183.0707 requires the LLC to apply its assets first to discharge obligations to creditors, including members who are creditors. Only the remaining surplus may be distributed.
A dissolved LLC may send written notice to known claimants under § 183.0704. The claim deadline cannot be less than 120 days after the notice becomes effective.
Publication is optional, not universal. Under § 183.0705, a dissolved LLC may publish a class 1 notice. If the statutory publication procedure is used, covered claims generally must be enforced within 2 years after publication.
File Wisconsin Form 510 — Statement of Dissolution or Termination
Wisconsin DFI uses Form 510 — Statement of Dissolution or Termination for domestic LLCs. Choose whether the filing states that the entity is dissolved or terminated. A statement of termination should be filed after winding up is complete.
The current DFI online filing page lists a $20 online fee. The current paper Form 510 lists a $35 filing fee. DFI also states that an additional $25 for each delinquent year may apply.
Delinquent status matters. DFI says delinquent entities must pay back fees due at the time of dissolution in addition to the dissolution/termination filing fee.
Close Wisconsin Tax, Employer, and License Accounts Separately
DFI termination does not automatically close Wisconsin Department of Revenue registrations. DOR says a closing business must file a return for each period the business was active and close each applicable account.
For sales and use tax, DOR says the final return is due within 30 days of the closure date. For employee withholding, final deposits are due through the end date and the annual reconciliation (WT-7), W-2s, and applicable 1099s with Wisconsin withholding are due within 30 days of closure.
If the LLC had Wisconsin employees, notify the Department of Workforce Development. DWD allows employers to request UI-account closure online or with Form UCT-6491, using the last date of employment.
No separate Wisconsin DOR tax-clearance certificate is listed as an attachment to Form 510. Tax closure remains a separate compliance process, so complete final returns and account closures even after the DFI filing.
What Happens After Wisconsin Files the Statement of Termination
Once a statement of termination becomes effective, the LLC is terminated. Wisconsin law also provides that third parties are deemed to have notice of the termination 90 days after the statement becomes effective.
Under the general filed-record rule in § 183.0207, a filing can take effect on receipt or on a permitted delayed effective date/time no more than 90 days after DFI receives it.
Keep the filed Form 510 acknowledgement with the operating agreement, member approval records, creditor records, final DOR filings, DWD closure records, and final accounting.
Close the Remaining Business Accounts
- Wisconsin DOR: file final returns and close each active tax account in My Tax Account.
- Wisconsin DWD: close the UI employer account if the LLC had employees.
- Licenses and permits: cancel state, local, professional, seller, and industry registrations that do not end automatically.
- IRS EIN: close the IRS business account separately when appropriate; the EIN itself is not reused.
- Banking and contracts: settle outstanding obligations before closing financial accounts.
Common Wisconsin LLC Dissolution Mistakes
- Using a majority vote when the statutory voluntary route requires all members.
- Confusing a statement of dissolution with the final statement of termination.
- Assuming the online $20 fee and paper $35 fee are the same.
- Ignoring delinquent annual-report years and the additional $25-per-year DFI charge.
- Distributing assets before creditors and liabilities are paid or provided for.
- Filing Form 510 but leaving DOR, DWD, licenses, or other accounts open.
Official Wisconsin Sources
- Wisconsin DFI — Online Form 510, Statement of Dissolution or Termination
- Wisconsin DFI — Paper Form 510
- Wisconsin DFI — Dissolve a Domestic Entity
- Wisconsin DOR — Closing a Business
- Wisconsin DWD — Closing Your UI Account
Wisconsin LLC Dissolution — FAQ
Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.
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