Not every limited liability company (LLC) lasts forever. In fact, many LLCs in Wyoming are only intended to operate for a designated time period.
Whatever your reasoning for closing up shop, the state of Wyoming has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the Wyoming LLC dissolution process? Are there different processes for businesses based in Wyoming and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve a Wyoming LLC?
When closing a business registered as an LLC in the state of Wyoming, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your Wyoming LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the Wyoming LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic Wyoming LLCs
Is your LLC based in Wyoming, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Articles of Dissolution. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, an indication that your LLC has met all requirements for dissolution and winding up, your name, title, phone number, email address, signature, and the date.
Once you’re done filling out this form, you can submit it to the Secretary of State by mail or in person. (Wyoming recently started accepting online filings for many documents, but not for dissolutions.) This filing has a $50 fee.
Wyoming has some conflicting messages about turnaround times. On the Articles of Dissolution form itself, it says that the state usually takes 3-5 business days to process this filing. However, there is a section on the Secretary of State’s website where they mention which day’s filings they’re currently processing, and at the time of this writing, they were taking a full 15 business days to process a document.
But what does this process look like for a business that was formed outside the state and then expanded to Wyoming?
Dissolution for Foreign LLCs in Wyoming
If you operate a foreign LLC in the state of Wyoming, the dissolution process looks quite different than it does for domestic entities. In fact, it’s actually technically called a withdrawal rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Foreign Limited Liability Company Application for Certificate of Withdrawal document. Much of the information for this form is the same as the info provided for the Articles of Dissolution, but there are some differences for the foreign version.
This form requires your LLC’s official business name, the jurisdiction where you originally formed your LLC, a mailing address for potential future service of process deliveries, your name, title, phone number, email address, signature, and the date.
When you’re ready to file the form, you can submit it to the Secretary of State by mail or in person, along with your $50 filing fee. As we mentioned for the domestic version, the state says their typical filing time is 3-5 business days, but in reality, it can take much longer.
Involuntary Dissolutions in Wyoming
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, Wyoming could involuntarily dissolve your LLC if you fail to maintain a registered agent for your LLC, fail to pay any applicable fees or penalties, knowingly sign a false document on behalf of the LLC, or fail to respond to a subpoena.
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. However, the penalties can be even steeper than you might realize. For example, you would have to pay a $250 penalty and a separate reinstatement fee, while also correcting the issues that led to your LLC’s administrative dissolution.
In addition, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or withdrawing your LLC in Wyoming is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in Wyoming? Take a look at the following resources: