Is it time to close your Wyoming 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 Wyoming corporation. In no time, you’ll be on your way to whatever’s next.

The Basics of Dissolving a Wyoming 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 Wyoming Secretary of State 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 Wyoming 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 Wyoming corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Wyoming Corporation?

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

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

In some cases, a Wyoming corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued stock or conducted any business 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 by Incorporators or Initial Directors form. Here’s the information required to complete this document:

  • The name of the corporation
  • Date of formation for the corporation
  • Whether the corporation hasn’t started business or did not issue stock
  • Which group authorized the dissolution
  • Signature by director or incorporator
  • Contact information for questions about the form
  • Email address

The filing fee for this form is $60. It is usually processed within 15 business days.

Dissolving a Wyoming corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a 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 that approval is obtained, it’s time to file the Articles of Dissolution by Shareholders form. Here’s the information required to complete the document:

  • The name of the corporation
  • Date when the dissolution was approved
  • Certification that the shareholders approved the dissolution
  • Signature of the board’s chairman, president, or another officer
  • Contact information for questions about the form
  • Email address

The filing fee for this form is $60. It is usually processed within 15 days.

All told, the paperwork steps for dissolving a corporation are pretty similar; it’s primarily a matter of filing the proper form.

What About Administrative Dissolutions?

Sometimes, the state of Wyoming 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’ll need to file your online reinstatement. The fee for this varies depending on what caused your dissolution. Corporations with delinquent reports pay a $60 fee (plus any report fees). Corporations that failed to maintain a registered agent pay $350.

Please note that you only have two years after your corporation is administratively dissolved to get reinstated. After that point, you would have to create a new corporation entirely. Important note: the two-year window is for 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 Wyoming business name?

After you dissolve your corporation, your business doesn’t instantly vanish off of Wyoming’s records. If you search your business name, you’ll find your corporation listed: “Dissolved corporation.” And it will stay that way for at least 120 days (2 years if it’s an administrative dissolution). During that period, the name is still reserved; once that time expires, the name will become available again.

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 your board and shareholders. Then you can file the Articles of Revocation of Dissolution form (with your original Articles of Dissolution attached). There’s a $60 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?

Wyoming allows corporations to convert into any entity type they choose, provided the proper procedure is followed. To convert into an LLC, you’ll need to first vote to convert. Then, you can file the Articles of Organization. Within the articles, you need to clearly identify that you’re converting; your original name, state, and date of formation; and last but not least, a confirmation that your stakeholders have approved the conversion. The fee for this filing is $100. For more information on starting and running an LLC, check out our guide to starting a Wyoming LLC.

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

You must notify your stakeholders (i.e., shareholders and creditors) that your corporation is dissolving so you can settle debts and distribute any remaining assets to the shareholders. However, exactly how you notify them is up to you. Wyoming recommends that you publish a notice in a public newspaper in addition to any other notifications you send out. Basically, a public notice fills in any gaps in your communications.

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

In Wyoming, it’s more expensive to be reinstated 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 Appointment of New Registered Agent and Office form as soon as possible. There’s a $5 fee. If your agent resigns, they are legally required to serve as your agent for at least 30 days. That gives you time to appoint a new one.

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

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

Fulfilling your obligations to stakeholders and creditors can be a bit tricky, but here’s the gist. Wyoming has two standards for stakeholder claims: one for known claims and one for all other claims. A dissolving corporation gets to set the deadline for known claims, but there is a minimum of 120 days. Known stakeholders must come forward before the deadline in order to stake their claim to the corporation’s assets.

Other stakeholders would have to make a court appeal for any claims to the corporation’s assets, so their statute is much longer: three years. This is why it’s recommended to publish a notice of your dissolution in a public newspaper; it facilitates the process somewhat. For a fuller look at these legal requirements, check out the state’s Dissolution Articles.

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