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Dissolving a Limited Liability Company, Wyoming

Startupr
29 September, 2017

If you decide to close your Wyoming LLC, the most important tasks will involve dissolving and winding up the business.

Dissolving an LLC

The company is registered with the State of Wyoming. Officially closing your business and ending its existence begins with a process called dissolution.

The LLC can be either dissolved involuntarily through a court order, or voluntary by the LLC members.
Voluntary dissolution of an LLC means, that you will have to look to the formational documents of the company, such as the articles of organization and operating agreement. These documents should contain rules for how to dissolve the LLC.  In most cases, the members will have to vote on a resolution to dissolve. It's strongly recommended to follow any specific procedural requirements and make sure you record the decision to approve the dissolution on a written consent form or in the official minutes of meeting.

Winding up

After dissolution of your Wyoming LLC, the company exists only for the purpose sorting out final matters. This process is known as "winding up"

The process includes the following tasks:

  • Transferring any company's property
  • Discharging any debts, obligations, liabilities
  • Preserving and defending actions and proceedings, whether civil, criminal, or administrative
  • Settling and closing the company's activities
  • Settling disputes by mediation or arbitration
  • Marshaling and distributing assets

Firstly, you're required to pay creditors, including the company's members. Bear in mind to always pay all outstanding taxes.

Articles of Dissolution

Following the dissolution, you shall file articles of dissolution. The articles of dissolution may contain only basic information, such as the company's name, a date of dissolution, and a signature.

Tax Clearance

The law in Wyoming does not require that the company obtains tax clearance before closing the business.

For additional information, forms, fees, etc., please go to the Secretary of State, Wyoming, website.


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