How to Dissolve an LLC in Wyoming
A Wyoming LLC dissolves upon an operating-agreement or articles-of-organization event, the consent of all members, or another statutory dissolution event. The dissolved LLC must wind up, discharge liabilities, and marshal and distribute assets. Wyoming uses Articles of Dissolution; the current Secretary of State filing fee is $60. The official form requires the LLC to be active and in good standing and certifies that the dissolution and winding-up requirements have been satisfied.
Review the operating agreement and articles of organization, document the dissolution event, and if using the statutory voluntary-consent route obtain consent of all members. Wind up the LLC and pay or provide for liabilities. Then submit Wyoming Articles of Dissolution with the Secretary of State. The current fee is $60, and the official form says the entity must be active and in good standing.
- Filing authority
- Wyoming Secretary of State
- Official filing
- Articles of Dissolution
- Current fee
- $60
- Filing method
- Paper form by mail
- Default voluntary approval
- Consent of all members
- Status prerequisite
- Active and in good standing
- Tax clearance
- No separate certificate listed
What Dissolving a Wyoming LLC Means
Wyoming separates the dissolution event from the work of winding up. Under W.S. 17-29-701, an LLC is dissolved when an event stated in its operating agreement or articles of organization occurs, when all members consent, after 90 consecutive days with no members, or upon another statutory dissolution event.
Under W.S. 17-29-702, the dissolved LLC continues only for winding up. The statute permits the LLC, during winding up, to deliver Articles of Dissolution to the Secretary of State stating the LLC name and that it is dissolved.
Before You File: Approve the Dissolution
Start with the operating agreement and articles of organization. If either document states an event or circumstance that causes dissolution, follow that rule. For the statutory voluntary-consent route under W.S. 17-29-701(a)(ii), Wyoming requires the consent of all members.
Keep a written record. Even though the statute speaks in terms of consent, document the member action and the effective dissolution decision in the LLC's permanent records.
Wind Up the Wyoming LLC
After dissolution, W.S. 17-29-702 requires the LLC to wind up. It must discharge debts, obligations, and other liabilities; settle and close its activities; and marshal and distribute its assets.
Pay Creditors and Handle Liabilities Before Distributions
W.S. 17-29-708 requires the LLC to apply its assets first to discharge obligations to creditors, including members who are creditors. Only the surplus remaining after those obligations are addressed may be distributed.
A dissolved LLC may give written notice to known claimants under W.S. 17-29-703. The deadline for receipt of a claim may not be less than 120 days after the claimant receives the notice.
Publication is optional, not universal. Under W.S. 17-29-704, a dissolved LLC may publish notice once in a qualifying newspaper. If the statutory procedure is used, covered claims generally must be enforced within 3 years after publication.
File Wyoming Articles of Dissolution
Wyoming Secretary of State provides Limited Liability Company — Articles of Dissolution. The form requires the exact LLC name and a certification that the filer is complying with W.S. 17-29-701 and has met the dissolution and winding-up requirements.
The current filing fee is $60. The official form says the entity must be active and in good standing, processing may take up to 15 business days after receipt, and the form cannot be accepted by email.
Paper filing is the controlled method for this page. The current Articles of Dissolution form directs filers to mail the form with payment to the Wyoming Secretary of State. We do not claim an online dissolution method unless the Secretary expressly supports it for this filing.
Close Wyoming Tax, Employer, and License Accounts Separately
The Secretary of State dissolution filing does not automatically close every tax, employer, license, or permit account. If the LLC held a Wyoming sales/use tax account, complete the applicable final filing and account-closeout steps with the Wyoming Department of Revenue.
If the LLC had Wyoming employees, use the Wyoming Unemployment Insurance portal (WYUI). The Department of Workforce Services expressly states that employers can request account closure through WYUI.
Cancel state, local, professional, and industry licenses or permits separately when their issuing agency requires it.
No separate Wyoming DOR tax-clearance certificate is listed on the current Articles of Dissolution form. Tax compliance remains separate from the Secretary of State filing, so close only the accounts the LLC actually had.
What Happens After Wyoming Files the Articles of Dissolution
The filed Articles of Dissolution provide public notice that the LLC is dissolved. Under W.S. 17-29-103, a nonmember is deemed to have notice of the dissolution 90 days after the Articles of Dissolution become effective.
Wyoming's general filing rule incorporates W.S. 17-16-123: a filed record is generally effective when received for filing, at a stated effective time on the filing date, or on a permitted delayed effective date/time.
Keep the filed Articles of Dissolution, member approval records, creditor and distribution records, final tax filings, employer-account closure records, and final accounting with the LLC's permanent records.
Close the Remaining Business Accounts
- Wyoming DOR: complete final sales/use and other applicable tax filings and close the accounts the LLC actually maintained.
- Wyoming DWS: request closure of the unemployment account through WYUI if the LLC had employees.
- Licenses and permits: cancel state, local, professional, seller, and industry registrations separately.
- IRS EIN: close the IRS business account separately when appropriate; the EIN itself is not reused.
- Banking and contracts: finish contractual obligations and close financial accounts after liabilities are resolved.
Common Wyoming LLC Dissolution Mistakes
- Using a majority vote when the statutory voluntary route requires consent of all members.
- Filing before completing the dissolution and winding-up requirements certified on the official form.
- Trying to file while the entity is not active and in good standing.
- Forgetting the current $60 Secretary of State filing fee.
- Distributing assets before creditors and liabilities are discharged or provided for.
- Assuming the Secretary of State filing automatically closes DOR, DWS, licenses, or other accounts.
Official Wyoming Sources
- Wyoming Secretary of State — LLC Articles of Dissolution
- Wyoming Secretary of State — Business Forms
- Wyoming Legislature — LLC Dissolution and Winding Up, W.S. 17-29-701–708
- Wyoming Secretary of State — Business FAQs / Annual Reports
- Wyoming Department of Revenue — Excise Tax FAQs
- Wyoming Department of Workforce Services — WYUI Employer Portal
Wyoming 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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