How to Dissolve an LLC in Wyoming

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

You dissolve a Wyoming LLC by authorizing the dissolution, winding up the business, paying or providing for claims, and filing Articles of Dissolution with the Wyoming Secretary of State. The filing fee is $60, and the Secretary of State's processing time runs up to 15 business days.

Quick Answer

Filing: LLC Articles of Dissolution - Wyoming Secretary of State
Fee: $60
Processing: Up to 15 business days after receipt
Governing law: Wyoming Limited Liability Company Act, W.S. Title 17, Ch. 29
Annual report: $60 minimum license tax, due first day of the anniversary month
Administrative dissolution: If the annual report is over 60 days late
State income tax: None - Wyoming has no corporate or personal income tax
Federal: Final Form 1065 or 1120-S; close the EIN account

Voluntary Dissolution vs Administrative Dissolution

There are two ways a Wyoming LLC can stop existing, and they are not interchangeable.

Voluntary dissolution is the deliberate path described on this page: the members decide to end the company, the business is wound up, claims are settled, and Articles of Dissolution are filed with the Wyoming Secretary of State for $60.

Administrative dissolution is what happens when a company simply stops filing. Wyoming's annual report is due on the first day of the LLC's anniversary month, and the Secretary of State's guidance states that an entity that has not filed within sixty days following the due date will be administratively dissolved. That outcome ends the entity, but it leaves the winding-up unfinished: creditors are not noticed, assets may sit untransferred, and the members lose the protection that a clean liquidation provides. Do not use it as a shortcut. See how to dissolve an LLC for the national framework.

Step 1: Authorize the Dissolution

Start with the operating agreement. Most agreements specify what vote is required to dissolve - unanimous consent, a supermajority of membership interests, or a manager decision - and that clause controls. If the agreement is silent, the default rules in the Wyoming Limited Liability Company Act, W.S. Title 17, Chapter 29, apply, including the events that cause dissolution and the members' consent requirement.

Record the decision in writing: a written consent of the members or minutes of the meeting, dated and signed, stating that the company is dissolved and naming who is authorized to wind it up. That record is what a bank, a buyer, or a court will later ask to see. Keep it with the filed Articles of Organization and the company's other records.

Step 2: Wind Up the Business

Dissolution does not end the LLC instantly. Under the Act, a dissolved company continues in existence for the limited purpose of winding up: collecting assets, disposing of property, discharging liabilities, and distributing whatever remains. During this period the LLC may not carry on new business except as appropriate to wind up.

Practically, winding up means stopping new sales and contracts, notifying customers and vendors, collecting receivables, terminating leases and subscriptions, selling or distributing assets, cancelling insurance at the right moment rather than too early, and closing bank accounts last. The order matters: creditors are paid before members receive anything. Distributing assets to members while creditors remain unpaid is the classic error that exposes the members personally.

Step 3: Notify Claimants and Settle Claims

The Act provides a procedure for handling claims against a dissolved LLC. In outline, the company may give written notice to known claimants describing the claim, stating the mailing address where a claim may be sent, giving a deadline by which the claim must be received, and stating that the claim will be barred if not received by that deadline. There is also a mechanism for publishing notice to reach unknown claimants, with a longer bar period.

Following the statutory notice procedure is optional in the sense that no one forces you to use it - but it is what converts an open-ended tail of potential liability into a defined cutoff. If the LLC had customers, contractors, or any litigation exposure, work the notice provisions with counsel rather than skipping them. Confirm the current notice text and time periods in the Act itself before sending anything.

Step 4: Close Wyoming and Employment Tax Accounts

Wyoming has no corporate income tax and no personal income tax, so there is no state income tax return to finalize. What does need closing are transaction and employer accounts:

Sales and use tax license with the Wyoming Department of Revenue, if the LLC made taxable sales. File the final return and cancel the license so the state stops expecting returns.
Employer accounts with the Wyoming Department of Workforce Services for unemployment insurance and workers' compensation, if the LLC had employees.
Local licenses and permits issued by cities or counties. See business licenses.

An account left open generates delinquency notices against a company that no longer exists, which is tedious to unwind later. Close each one and keep the confirmation.

Step 5: File Articles of Dissolution ($60)

The registry step is the LLC Articles of Dissolution filed with the Wyoming Secretary of State's Business Division. The Secretary of State's form states a filing fee of $60.00, with checks or money orders payable to the Wyoming Secretary of State, and a processing time of up to 15 business days following the date of receipt in the office. Wyoming's fee schedule treats amendment, dissolution, and other LLC filings at the same $60 level.

Before filing, make sure the LLC is current. An entity that is delinquent on its annual report should generally bring the report current so the record is clean at the point of dissolution; confirm with the Secretary of State whether any good-standing or tax-status document is required with your filing. Confirm the entity's status through the Secretary of State's business search.

Note the distinct terminology: Articles of Dissolution is the LLC filing. A decentralized autonomous organization LLC uses a separate intent-to-dissolve form, and a foreign LLC registered in Wyoming withdraws its registration rather than dissolving. Use the form that matches your entity type from the Secretary of State's form library.

Step 6: File Final Federal Returns and Close the EIN Account

Wyoming's filing ends the entity at the state level. The IRS side is separate and is where most of the remaining work sits:

File a final return. A multi-member LLC taxed as a partnership files a final Form 1065 with the "final return" box checked and issues final Schedules K-1. An LLC taxed as an S corporation files a final Form 1120-S. A single-member LLC reports the final activity on the owner's return.
Corporations file Form 966. An LLC that elected C corporation treatment files Form 966, Corporate Dissolution or Liquidation.
Finish employment taxes. File final Forms 941 or 944 and Form 940, make final deposits, and issue Forms W-2 to employees with Form W-3 to the Social Security Administration.
Report contractor payments on Form 1099-NEC where required.
Report asset sales on Form 8594 or Form 4797 if the business or its assets were sold.
Close the business EIN account. The IRS does not reuse or cancel an EIN, but it will close the business account associated with it on written request. See how to get an EIN.

Keep records after closing. The IRS expects employment tax records to be retained for a set period and other business records for as long as they may be material to a return.

Wyoming Dissolution Cost Summary

Item	Agency	Amount	Timing
LLC Articles of Dissolution	Secretary of State	$60	One-time, at dissolution
Processing time	Secretary of State	-	Up to 15 business days
Annual report license tax (while the LLC exists)	Secretary of State	$60 minimum, or $.0002 per dollar of Wyoming assets, whichever is greater	First day of the anniversary month
Amendment / other LLC filings	Secretary of State	$60	As needed
Final sales and use tax return	Department of Revenue	Tax due, if any	Before closing the license
State income tax	-	None	Wyoming levies none
Final Form 1065 / 1120-S	IRS	$0 to file	Federal deadline for the final year
Closing the EIN business account	IRS	$0	After final returns

The annual report line is the reason to dissolve promptly rather than let a dormant LLC sit. An LLC with $300,000 or less in Wyoming assets pays the $60 minimum license tax; the tax is $60 or two-tenths of one mill on the dollar ($.0002) of assets located and employed in Wyoming, whichever is greater. That charge keeps recurring every anniversary month until the entity is dissolved. See how much an LLC costs.

Common Mistakes

Letting the annual report lapse instead of dissolving. Administrative dissolution ends the entity but leaves creditors unnoticed and the winding-up incomplete.
Distributing assets before paying creditors. This is the fact pattern that turns a clean dissolution into personal exposure for the members.
Forgetting the final-return box. An unmarked final Form 1065 or 1120-S leaves the IRS expecting another return next year.
Leaving state and local accounts open. Sales tax licenses and employer accounts keep generating notices after the entity is gone.
Closing the bank account first. You still need it to pay final creditors, tax liabilities, and distributions.
Confusing withdrawal with dissolution. A foreign LLC registered in Wyoming withdraws; only a Wyoming-formed LLC dissolves.

After Dissolution

Once the Articles of Dissolution are processed, the Wyoming LLC has ended. The obligations that survive are practical rather than corporate: retain records, keep the final tax returns and supporting documents, and preserve the written consent and the claim-notice correspondence in case a question arises later. If the members intend to start a new venture, that is a new entity with a new EIN, not a revival of the old one - see how to form an LLC, what an LLC is, and articles of organization.

Related references while you work through the close: the registered agent guide (the agent's appointment ends with the entity, so terminate the service after the filing clears), business tax, S-corp vs LLC if a final-year election affects the return, self-employment tax calculator for the members' final-year federal self-employment tax, what an ITIN is for owners without a Social Security number, what a DBA is if a trade name needs cancelling, trademark registration if brand assets are being transferred, and the glossary for terminology.

Frequently Asked Questions

How much does it cost to dissolve an LLC in Wyoming?

$60, per the Secretary of State's LLC Articles of Dissolution form and fee schedule.

What form dissolves a Wyoming LLC?

The LLC Articles of Dissolution. A DAO LLC uses an intent-to-dissolve form, and a foreign LLC withdraws rather than dissolves.

How long does Wyoming take to process a dissolution?

Up to 15 business days following the date the filing is received in the Secretary of State's office.

What happens if I just stop filing the Wyoming annual report?

The entity is administratively dissolved once the report is more than sixty days past due - but the winding-up is left incomplete.

Does Wyoming charge an income tax on a dissolving LLC?

No. Wyoming has no corporate or personal income tax. Close the sales and use tax license and any employer accounts instead.

What federal filings are required when closing an LLC?

A final Form 1065 or 1120-S with the final-return box checked, final K-1s, final employment tax returns and W-2/W-3, and a request to close the EIN business account.

Sources

Wyoming Secretary of State - LLC Articles of Dissolution ($60 filing fee; up to 15 business days processing).
Wyoming Secretary of State - Business Division Filing Fee Schedule ($60 LLC amendment, dissolution, and other filings).
Wyoming Secretary of State - Business Entities FAQs (annual report due the first day of the anniversary month; $60 minimum license tax or $.0002 per dollar of Wyoming assets; administrative dissolution after 60 days).
Wyoming Secretary of State - Wyoming Limited Liability Company Act and Close LLC Supplement (W.S. Title 17, Chapter 29: dissolution, winding up, claims against a dissolved company).
Wyoming Secretary of State - Annual Report and License Tax Rules.
Wyoming Secretary of State - Business forms library.
Wyoming Department of Revenue - Wyoming Department of Revenue (sales and use tax licensing and final returns).
IRS - Closing a Business (final returns, employment taxes, records retention).
IRS - Canceling an EIN - Closing Your Account.
IRS - About Form 1065 (final partnership return).
IRS - About Form 966, Corporate Dissolution or Liquidation.
IRS - Limited Liability Company (LLC) (federal classification).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the Wyoming Secretary of State and the Wyoming Department of Revenue before acting.