How To Dissolve An LLC In Wyoming: Avoid Pitfalls And Complications

When you have decided to close your business, you must follow the correct way to do so.

When a business owner decides to close the company, he or she would want to move on as soon as possible. However, ending a business is more than just closing the office or establishment. You will have to go through various tasks to ensure that you comply with the laws that the state has set.

The State Of Wyoming

In order to dissolve an LLC in Wyoming, the business has to end its operations in the state then go through the dissolution process. Doing this properly will not only ensure compliance. It will also help your company avoid pitfalls and complications.

When you formed your LLC in Wyoming, you registered it with the state. Thus, it will have obligations and responsibilities with the government. So, you will have to inform the state if you wish to stop conducting business. 

Dissolve An LLC In Wyoming

As stated earlier, the closing of a business requires you to do some tasks. The first thing you have to understand as a business owner is how to dissolve an LLC in Wyoming properly. To help you out, we have come up with a quick guide on the dissolution process in Wyoming.

  1. Check the LLC formation documents. These documents include the Articles of Organization and Operating Agreement. Most of the time, LLCs include a section discussing the rules that the company needs to follow when it decides to close. A common requirement is the affirmation vote of the LLC members. It also states the percentage of votes that you will need. In some cases, the documents also have instructions on setting the time of the meeting and sending an advanced notice to the members about the voting. Follow the procedure properly. 

In case your Wyoming LLC does not have a provision on the dissolution, you can consult the LLC Act of the state. Generally, it allows your LLC to dissolve voluntarily as long as there is consent from all members. In short, what you will need is a unanimous vote.

No matter which procedure you will use, you will have to make sure that the decision is in the records of the company. You will need either official minutes of the meeting or a written consent form.

  1. Start winding up the company. This step includes multiple tasks. Basically, your company will continue to exist following its dissolution. However, it cannot conduct business anymore. The sole purpose of its existence is to wind up all its affairs. You can choose to designate a member, manager, or team to handle these tasks. The LLC Act of Wyoming has also identified the things that a company has to do.
      •   Preserve the activities and properties of the LLC as a going concern for a specific period
      •   Prosecute or defend all legal procedures, including civil, criminal, and administrative lawsuits
      •   Settle disputes through arbitration or mediation
      •   Settle and close all the activities if the company
      •   Transfer all properties
      •   Pay all debts, liabilities, and obligations
      •   Distribute remaining assets according to the rights and interests of members

When dealing with the payments and distributions, your company has to follow the order of priority set by the law. Pay all known creditors first, which may include members who served as creditors. You will also have to make sure that the LLC does not have unpaid outstanding taxes. After taking care of all these, you can distribute the assets. It is also important to note that the state of Wyoming has a unique statutory provision. It states that LLCs may handle the distribution to members based on the representations of an authorized representative to the Internal Revenue Service (IRS). To better understand this, you can check with the state or consult a professional that handles dissolution paperwork for LLCs in Wyoming.

Wyoming does not require LLCs to give creditors a notice. But, doing this can be beneficial for you. It can help limit your company’s liability and allow you to make distributions safely. One way of notifying claimants is by sending a written notice. To create one, your company will have to include the following information:

      • Requirements that the claimant has to submit
      • The mailing address where they can submit claims
      • Deadline of submission, which cannot be less than 120 days after the date when the claimant received the notice
      • Clarification that the company will no longer accept claims after the deadline

You can also choose to give notice to possible unknown claimants. You can do this by publishing it in a newspaper. If you choose to do this, you have to remember that claimants can file a claim up to three years after the date of publication.

  1. Submit the necessary paperwork. LLCs have to submit Limited Liability Company Articles of Dissolution in duplicate with the Secretary of State. You can send it by mail or file in person. The filing has a corresponding $50.  

The Articles of Dissolution will require your company to provide basic information, such as the LLC name, a statement of dissolution, the date, and the signature of the representative filing the documents.

The state may take approximately a week to process the dissolution documents. To check the company’s list of filed documents from the website of the Secretary of State to find out if the filing went through.  

There are cases when an LLC has registered in other states too. If your company is one of them, you will have to file forms to terminate its business operations in those states. The forms and processes may differ from state to state. If you fail to file paperwork in those states, you will continue to have tax and filing obligations with them. 

If you need additional information on how to dissolve an LLC in Wyoming, you can consult with a professional. DoMyLLC is a company that can guide you through the dissolution process. Additionally, we also offer live support from a team of experts and a personalized solution that will definitely be right for your LLC’s situation. Contact us now to learn more.

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