--- title: "Wyoming LLC Dissolution: How to Close Your LLC in 2026 | LLC Attorney" description: "How to dissolve a Wyoming LLC in 2026: the mail-only $60 Articles of Dissolution filing, the unanimous default vote, and the annual asset-based license tax question in your final year." canonical: https://llcattorney.com/states/wy/llc-dissolution-wyoming image: https://llcattorney.com/images/share-cover.png source_path: /states/wy/llc-dissolution-wyoming --- Key Takeaways - Filing form: Articles of Dissolution, $60 fee, filed with the Wyoming Secretary of State, Business Division - Processing time: Up to 15 business days, though often closer to about 1 week in practice, once the Secretary of State receives your mailed filing — Wyoming does not accept this filing online - Wyoming does not require tax clearance before filing your dissolution paperwork - Wyoming does not require publication — notify known creditors directly instead - Under Wyo. Stat. § 17-29-701, Wyoming's default requires the consent of ALL members to dissolve — confirmed directly from statute text as unanimous, not majority. This is a stricter default than the simple-majority rule used in several other states, so don't assume less than full member consent will do. - Same-day filing and compliance support available through LLC Attorney at no markup on state fees Wyoming's reputation for simple, low-friction LLCs doesn't fully carry over to dissolution: the $60 Articles of Dissolution can only be filed by mail, the default vote requires unanimous member consent rather than a simple majority, and the state's asset-based annual license tax likely still applies on a prorated basis for the part of the year your LLC was active. This guide covers exactly how to dissolve a Wyoming LLC in 2026 — the mail-only Articles of Dissolution filing, the unanimous-consent default vote, Wyoming's optional publication mechanism for unknown creditors, and the license-tax proration question that comes up in a dissolution year. $60Articles of Dissolution filing fee Mail-onlyNo online filing option UnanimousDefault member vote to dissolve 3 yearsUnknown-creditor bar period, if published ## Before You File to Dissolve Your Wyoming LLC Under Wyo. Stat. § 17-29-701, Wyoming's default requires the consent of ALL members to dissolve — confirmed directly from statute text as unanimous, not majority. This is a stricter default than the simple-majority rule used in several other states, so don't assume less than full member consent will do. If your operating agreement sets a different vote threshold for dissolution — a majority, a supermajority, or a specific triggering event — that language controls instead of the statutory unanimous-consent default. Confirm your agreement's actual wording before calling a vote. Judicial dissolution is available on a member's application where all or substantially all of the LLC's activities are unlawful, or where it's not reasonably practicable to carry on the business per the governing documents. Separately, a member or dissociated member may petition where controlling managers or members have acted illegally, fraudulently, or oppressively and harmfully toward the applicant — in which case the court may order an alternative remedy, such as a buyout, instead of dissolution. ## Does Wyoming Require Tax Clearance Before Dissolution? Wyoming has no state corporate income tax, no personal income tax, and no franchise tax on assets in the traditional sense, so there's no clearance certificate or Department of Revenue sign-off required before the Secretary of State will accept your Articles of Dissolution — a genuine structural simplicity rather than just a low fee. ## Final Tax Returns and Accounts to Close There's no state income tax return to finalize. If your LLC held a sales/use tax license, file a final return and close the license with the Wyoming Department of Revenue. Make sure the annual report license tax obligation for the portion of the year the LLC was active is satisfied through your dissolution date. **Accounts to close:** Sales/use tax license (if held); employer withholding and unemployment insurance accounts (if the LLC had employees) Wyoming's annual report carries a license tax calculated as the greater of a flat minimum (commonly cited at $60) or two-tenths of a mill ($0.0002 per dollar) of the LLC's assets located and employed in Wyoming, assessed as of the report date. In a dissolution year, the LLC generally still owes this tax prorated for the portion of the year it was active — the exact final-year proration mechanics should be confirmed directly with the Secretary of State, since this is exactly the kind of administrative detail that shifts and that's worth verifying before you rely on it. If your LLC was registered to collect Wyoming sales/use tax, file a final return marked as final and close the license with the Department of Revenue so it isn't left open generating non-filing notices. If you had employees, file final federal payroll tax returns (Form 941 and Form 940, both marked final) and close your Wyoming unemployment insurance account. ## Winding Up and Distributing Assets Under Article 7 of Wyoming's LLC Act, winding up requires discharging or making reasonable provision for the LLC's liabilities before distributing any remaining assets to members — the members or managers in charge at dissolution carry out this duty on the entity's behalf. Creditors come first under Wyoming's winding-up rules: the LLC must satisfy or reasonably provide for its debts before any remaining property is distributed to members according to their interests or the operating agreement. Non-barred claims may still be enforced against undistributed LLC assets or, on a pro-rata basis, against members or transferees who received post-dissolution distributions — but recovery against any individual member or transferee is capped at what they actually received, which limits (without eliminating) the personal exposure created by distributing assets before resolving known debts. ## Creditor Notice and Publication Requirements Known creditors must receive written notice with claim details, a response address, and a minimum 120-day deadline to respond, consistent with the pattern used across most peer states. Publication to reach unknown creditors is optional and, if used, requires at least one newspaper notice in the county of the LLC's principal or last office. Known claimants who don't respond within the required notice window are barred from pursuing their claim further. If you publish notice for unknown claimants, those claims are barred unless suit is filed within 3 years after publication — matching Texas's 3-year structure, though Wyoming reaches it through an optional publication mechanism rather than a flat survival period that applies regardless of notice. ## Administrative Dissolution vs. Voluntary Dissolution in Wyoming Administrative dissolution is triggered by failing to file the annual report or pay the associated license tax. It is not something you file for — the Secretary of State acts on its own after the compliance lapse, distinct from voluntarily filing Articles of Dissolution because you've decided to close. The distinction matters because voluntary dissolution is a deliberate filing you control on your own timeline, with a real opportunity to wind up and notify creditors properly, while administrative dissolution is involuntary and leaves the underlying business and its obligations unresolved. ### Reinstating a Wyoming LLC Reinstating an administratively dissolved Wyoming LLC commonly costs around $50 plus all delinquent license taxes, though this figure should be confirmed directly with the Secretary of State before you rely on it. Wyoming generally allows about a 2-year window to reinstate before the LLC's name may be released to another filer. ## Operating in Other States? Don't Forget Foreign Withdrawal If your Wyoming LLC is also registered to do business in other states, dissolving it in Wyoming does not end those foreign registrations — you'll need to separately file a withdrawal in each other state, or you'll keep accruing that state's fees and compliance obligations on an entity that no longer legally exists in its home state. ## Wyoming LLC Dissolution Costs at a Glance Item Amount Notes Articles of Dissolution $60 Up to 15 business days, though often closer to about 1 week in practice, once the Secretary of State receives your mailed filing — Wyoming does not accept this filing online; by mail only Wyoming registered agent (professional service) $49–$300/yr LLC Attorney service available if you need to reinstate or maintain standing during winding up ## How to Dissolve Your Wyoming LLC ### If You Do It Yourself **Step 1 — Confirm member approval to dissolve.** Under Wyo. Stat. § 17-29-701, Wyoming's default requires the consent of ALL members to dissolve — confirmed directly from statute text as unanimous, not majority. This is a stricter default than the simple-majority rule used in several other states, so don't assume less than full member consent will do. **Step 2 — Check your operating agreement for internal dissolution procedures.** If your operating agreement sets a different vote threshold for dissolution — a majority, a supermajority, or a specific triggering event — that language controls instead of the statutory unanimous-consent default. Confirm your agreement's actual wording before calling a vote. **Step 3 — Stop transacting new business and begin winding up.** Under Article 7 of Wyoming's LLC Act, winding up requires discharging or making reasonable provision for the LLC's liabilities before distributing any remaining assets to members — the members or managers in charge at dissolution carry out this duty on the entity's behalf. **Step 4 — Notify creditors and known claimants.** Known creditors must receive written notice with claim details, a response address, and a minimum 120-day deadline to respond, consistent with the pattern used across most peer states. Publication to reach unknown creditors is optional and, if used, requires at least one newspaper notice in the county of the LLC's principal or last office. **Step 5 — File Articles of Dissolution.** Submit to the Wyoming Secretary of State, Business Division, by mail, with the $60 filing fee. **Step 6 — Wait for processing.** Up to 15 business days, though often closer to about 1 week in practice, once the Secretary of State receives your mailed filing — Wyoming does not accept this filing online. Expedited processing is not available — plan ahead if you have a deadline. **Step 7 — File final federal and state tax returns.** There's no state income tax return to finalize. If your LLC held a sales/use tax license, file a final return and close the license with the Wyoming Department of Revenue. Make sure the annual report license tax obligation for the portion of the year the LLC was active is satisfied through your dissolution date. **Step 8 — Withdraw any foreign qualifications in other states.** If your Wyoming LLC is also registered to do business in other states, dissolving it in Wyoming does not end those foreign registrations — you'll need to separately file a withdrawal in each other state, or you'll keep accruing that state's fees and compliance obligations on an entity that no longer legally exists in its home state. **Step 9 — Distribute remaining assets and close out records.** Creditors come first under Wyoming's winding-up rules: the LLC must satisfy or reasonably provide for its debts before any remaining property is distributed to members according to their interests or the operating agreement. Keep dissolution paperwork, final tax returns, and a record of the distribution for at least several years — you may need it if a claim surfaces later. **Step 10 — Watch for Wyoming-specific dissolution traps.** Wyoming's most distinctive features: the Articles of Dissolution filing is mail-only with no online option, the filing fee is $60, the default vote is unanimous consent (confirmed directly from statute), and the state's asset-based annual license tax likely still applies on a prorated basis for the portion of the dissolution year the LLC was active — a detail worth confirming directly with the Secretary of State given how much scrutiny final-year tax figures tend to get. Ready to Launch Your Business in Wyoming?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your information at llcattorney.com — confirm member approval, outstanding debts, and whether the LLC is registered in any other states. 2. LLC Attorney prepares and files the Articles of Dissolution with the Wyoming Secretary of State, Business Division, coordinates tax clearance where required, and handles any required creditor notice. 3. Receive confirmation once your Wyoming LLC is fully dissolved, plus access to flat-fee attorney consultations (no retainer) if a creditor dispute or multi-state withdrawal question comes up. ## When Should You Talk to an Attorney About Dissolving Your Wyoming LLC? Talk to an attorney before dissolving your Wyoming LLC if members disagree about the wind-up or asset split, the LLC has debts exceeding its remaining assets, you're unsure whether your operating agreement actually overrides the unanimous-consent default, or you want help working out the license tax proration for your final active year before filing. ### Is Wyoming a State Where Dissolution Complexity Matters More? Wyoming's dissolution filing is mail-only — there is no online option, which surprises founders used to same-day e-filing in other states. Layer onto that a $60 fee, a unanimous default vote rather than majority, and an annual asset-based license tax that likely still applies on a prorated basis for the active portion of your dissolution year, and Wyoming's process has more moving pieces than its reputation for simplicity suggests. ## What You Actually Get With LLC Attorney's Wyoming Dissolution Service The part of Wyoming dissolution that catches people off guard isn't the $60 fee — it's discovering there's no online filing option and that a majority vote isn't actually enough under the statutory default. LLC Attorney's Wyoming service handles the mail filing and confirms your vote threshold correctly from the start. - Articles of Dissolution prepared and filed for you, starting at $99. - Tax clearance coordination where Wyoming requires it, so your filing isn't rejected for a step you didn't know about. - Creditor notice guidance tailored to Wyoming's specific publication or direct-notice rules. - Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for winding-up and multi-state withdrawal questions. Wyoming's mail-only filing and unanimous-vote default are easy to underestimate — LLC Attorney makes sure your Wyoming LLC closes cleanly and on schedule, with the right vote behind it. ## Close Your Wyoming LLC the Right Way Filing the wrong form, skipping tax clearance, or missing a creditor notice requirement can leave you personally exposed or stuck reopening the process later. LLC Attorney's Wyoming dissolution service starts at $99. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in Wyoming?Follow our fast, easy process to get started right now.[Dissolve My Wyoming LLC](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions ### How much does it cost to dissolve an LLC in Wyoming? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) The Secretary of State filing fee for Articles of Dissolution is $60. There's no expedited-processing option and no mandatory tax clearance fee — your baseline state cost is typically just that $60, plus whatever license tax is owed for the active portion of your dissolution year. ### How long does it take to dissolve an LLC in Wyoming? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Wyoming's Articles of Dissolution take up to about 15 business days to process, though 1 week is common in practice. There's no expedited tier and no online filing option — the form must be mailed to the Secretary of State. ### Do I need tax clearance before dissolving my Wyoming LLC? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No. Wyoming has no state income tax, no personal income tax, and no traditional franchise tax, so there's no clearance certificate or Department of Revenue sign-off required before your Articles of Dissolution will be accepted. ### Do I need to notify creditors before dissolving my Wyoming LLC? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) You must send written notice to known claimants with a minimum 120-day response deadline. Publishing notice for unknown creditors is optional, but if you do, claims are barred unless suit is filed within 3 years after publication. ### Do all members have to agree to dissolve a Wyoming LLC? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Wyoming's statutory default requires the consent of all members to dissolve, confirmed directly from statute text as unanimous rather than majority — unless your operating agreement specifies a different threshold. ### What is administrative dissolution in Wyoming, and is it different from filing voluntarily? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Administrative dissolution is something the Secretary of State does to you, typically for a missed annual report or unpaid license tax — it isn't something you file for. Voluntary dissolution is the deliberate Articles of Dissolution filing you make when you've decided to close the business. ### Can I reinstate a Wyoming LLC after it's been dissolved? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes — reinstatement commonly costs around $50 plus all delinquent license taxes, though you should confirm the current figure with the Secretary of State. Wyoming generally allows roughly 2 years to reinstate before the LLC's name may be released to another filer. ### What happens after my Wyoming LLC is officially dissolved? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Once dissolved, your LLC exists only to wind up its affairs — settling debts, distributing remaining assets to members, and closing out any sales tax or employment accounts. If the LLC was registered in other states, you'll also need to separately withdraw those foreign qualifications, since Wyoming's dissolution doesn't automatically end them. ### Does LLC Attorney help with LLC dissolutions? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. LLC Attorney handles Wyoming LLC dissolutions end-to-end — preparing and filing the Articles of Dissolution, coordinating tax clearance where required, and confirming your LLC is fully closed with the state. ## Learn More About Wyoming - [Wyoming LLC Formation](/states/wy/llc-formation-wyoming) - [Wyoming Registered Agent](/states/wy/registered-agent-wyoming) - [Wyoming LLC Taxes](/states/wy/llc-taxes-wyoming)