Is it time to close your Wisconsin corporation, but you’re not sure where to start the process?

Dissolving a corporation is a lengthy but manageable endeavor. And every state’s procedure looks a bit different. In this guide, we’ll cover the state-specific components of dissolving your Wisconsin corporation. In no time, you’ll be on your way to whatever’s next.

The Basics of Dissolving a Wisconsin Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

  • Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
  • File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Wisconsin Department of Financial Institutions and fill out the appropriate Articles of Dissolution.
  • Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Wisconsin Department of Revenue. This can be a multi-step process as you liquidate assets and pay any creditors.
  • Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
  • Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving a Wisconsin corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Wisconsin Corporation?

Two key groups can dissolve a corporation: the original incorporators and the initial board of directors or the board of directors with shareholder approval. The group initiating the dissolution affects how you file with the Department of Financial Institutions. So let’s talk about each.

Dissolving a Wisconsin corporation by the incorporators or initial board of directors

In some cases, a Wisconsin corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued shares yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation can file the Articles of Dissolution Business Corporation form. Here’s the information required to complete this document:

  • Name of the corporation
  • Confirmation that the corporation is dissolving before issuing shares
  • Which group voted for dissolution: incorporators or board of directors
  • Effective date for the filing (optional)
  • Date the document was executed
  • Name, title, and signature of an authorized officer
  • Name of the individual preparing the form
  • Return mailing address or email address
  • Daytime phone number

This form costs $20 to submit, and Wisconsin usually processes it within five business days. You can expedite the filing for an extra $25.

Dissolving a Wisconsin corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a little bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Once the approval is obtained, the corporation files the same form as above, the Articles of Dissolution Business Corporation form. That said, the information included on the form looks a bit different:

  • Name of the corporation
  • Confirmation that the dissolution was approved by the directors and shareholders
  • Date the dissolution was approved
  • Whether the corporation wishes to maintain 120 days of name protection or waive that protection
  • Delayed effective date (optional)
  • Date the document was executed
  • Name, signature, and title of authorized officer
  • Name of individual preparing the document
  • Return mailing address or email address
  • Daytime phone number for questions about the form

The filing fee for this form is still $25, and Wisconsin usually processes it within 5 business days.

What About Administrative Dissolutions?

Sometimes, the state of Wisconsin may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

After that, you can reach out directly to the Department of Financial Institutions and file an application for reinstatement (which you’ll draft yourself). You’ll also need to pay any delinquent fees you incurred along the way.

Wisconsin lets you file for this reinstatement at any time, but you will have to check that your name is still available (as names aren’t protected indefinitely). Important note: this wide time frame applies to administrative dissolutions only. Voluntary dissolutions (as discussed above) have a shorter filing window.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.

Frequently Asked Questions

What happens to my Wisconsin business name?

That depends on when you dissolve your corporation. If you dissolve prior to conducting any business, the state will automatically protect your name for up to 120 days. If you dissolve after conducting business, you get to choose whether you’ll waive or take that 120 days of name protection. Either way, after 120 days your name becomes available for other businesses in the state to use.

Can I change my mind and go back into business?

Yes, but you can’t dawdle. If you voluntarily dissolved your corporation, you have just 120 days to go back into business. To do that, you’ll need approval from whichever group originally voted to dissolve. Then you can file the Revocation of Voluntary Dissolution form with the Department of Financial Institutions. There’s a $10 fee for this filing. Find the full state guidelines for this process here.

What if I want to become an LLC instead of closing my business?

Converting a corporation into an LLC is a complicated process, but it’s allowed in the state of Wisconsin. You’ll just have to follow the proper procedure, including getting approval from your shareholders, drafting a plan of conversion, protecting the interests of your shareholders, and more. You can find the full legal guidelines for this process in the state’s conversion statutes. For more information on starting and running an LLC, check out our guide to starting a Wisconsin LLC.

Do I have to publish a notice that my corporation is dissolving?

Wisconsin state law explicitly requires you to notify your stakeholders in writing that you’re dissolving. Sending a newspaper publication isn’t explicitly required, but it’s highly recommended. That’s because a newspaper publication lets you dispose of unknown claims against your corporation in a more timely fashion. Read more about these publications here.

How can I avoid being dissolved because of a registered agent issue?

In Wisconsin, you can be administratively dissolved if you let your registered agent coverage lapse. Thankfully, you can avoid this problem easily. If you’ve picked a new agent or your old agent has resigned, simply file the Registered Agent and/or Registered Office Change as soon as possible. There’s a $10 filing fee.

As long as you avoid a lapse in your agent coverage, your corporation will stay compliant.

How long do Wisconsin stakeholders have to lay claim to my corporation’s assets?

When you notify your stakeholders that your corporation is dissolving, you actually get to set out how long your stakeholders have to come forward and make a claim. That said, you must give them at least 120 days. You may provide longer than that if you wish, but that’s the legal minimum. You can find more details about this process in the state’s dissolution articles.

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