$60 Filing fee Limited Liability Company Articles of Dissolution
Mail only Filing path No paid expedite
15 business days mail Approval time
Not required Tax clearance

The quick read on dissolving a Wyoming LLC

At $60, Wyoming sits slightly above the national average of $46. Wyoming accepts the dissolution filing mail-only, with mail approvals running about 15 business days once the filing is received. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Wyoming filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Wyoming

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

  1. Member vote to dissolve

    Wyoming's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.

  2. File the Limited Liability Company Articles of Dissolution with Wyoming Secretary of State - Business Division

    Filing fee is $60. Mail filings are accepted.

  3. Close federal tax obligations with the IRS

    File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.

  4. Cancel other registrations

    Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Wyoming

Start with the member vote. W.S. Section 17-29-702 dissolves the LLC on events specified in the operating agreement, on the consent of all members (or the threshold specified in the operating agreement), after 90 consecutive days without members, or on judicial dissolution. Record the written consent.

Bring the annual report current if it is not already. Wyoming's annual report license tax is the greater of $60 or $0.0002 per dollar of assets located in Wyoming, due on the first day of the LLC's anniversary month. An unpaid annual report puts the LLC into delinquent status on day 2, and administrative dissolution follows 60 days after the due date, which would block voluntary dissolution.

File Articles of Dissolution by mail or in person. The signed PDF goes to the Wyoming Secretary of State at 122 W 25th Street, Cheyenne. The fee is $60. No online option exists for the dissolution form, and no paid expedite is offered; the SoS FAQ explicitly states that dissolution filings are not expedited. Mail turnaround runs up to 15 business days, which is the slowest in this group of states. Finish federally: file a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and send the IRS a written EIN closure letter.

What a clean Wyoming dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Wyoming LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component Amount Notes
Base Secretary of State filing $60 Filed with Wyoming Secretary of State - Business Division
Final federal return (DIY) Free Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any) $10 to $125 per state Each state where you qualified as foreign LLC

How Wyoming compares to other states

At $60, Wyoming sits slightly above the national average of $46. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Wyoming sits at #40 from cheapest to most expensive.

Filing path matters as much as the fee. Wyoming's mail-only dissolution process means no instant-confirmation online submission; you mail the document and wait. Wyoming does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state
No
Public notice required No publication requirement
No
Member vote standard per operating agreement
per operating agreement
Attorney required DIY filing permitted
No
Online filing Not accepted
No
Mail filing Wyoming Secretary of State, Herschler Building East, Suite 100 and 101, 122 W 25th Street, Cheyenne, WY 82002-0020
Yes

Common pitfalls

The biggest Wyoming-specific pitfall is expecting online convenience that doesn't exist. WyoBiz supports formation and annual report filings online, but Articles of Dissolution is not in the portal. Filers who try to dissolve through a registered agent's online dashboard often discover the agent is just mailing the PDF on their behalf. Save the agent fee and mail it yourself if the budget is tight.

The second trap is administrative dissolution as a false shortcut. Wyoming's annual report becomes delinquent on day 2 after the due date and triggers administrative dissolution 60 days later, which some owners treat as a free way out. It isn't. Administrative dissolution leaves the LLC in terminated-for-cause status rather than cleanly voluntarily dissolved, which can complicate reinstatement if you ever need to revive the entity and leaves the LLC on public records in a state that is otherwise known for clean registries. Voluntary Articles of Dissolution at $60 is the cleaner exit.

What happens after the state accepts your filing

Once the Secretary of State accepts Articles of Dissolution, the LLC is dissolved under Wyoming law and the name returns to availability through the standard distinguishability review. Creditor claims survive dissolution under W.S. Sections 17-29-707 and 17-29-708, which authorize (but do not require) publication of notice to unknown claimants to shorten the claim window. Wyoming has no state income tax, so there is no state-level audit risk, but the IRS can still follow up on the final federal return for up to three years. Keep the operating agreement, bank records, and final federal return for at least that long. If the LLC held a Wyoming sales tax license, close it with the Department of Revenue separately.

Documents and filings checklist

  1. Written consent or meeting minutes

    Record the member vote to dissolve. Keep with corporate records.

  2. Limited Liability Company Articles of Dissolution

    Filed with $60 fee at Wyoming Secretary of State - Business Division. Form PDF.

  3. Final federal return

    Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.

  4. IRS Form 966

    Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.

  5. IRS EIN closure letter

    Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.

  6. State tax permit cancellations

    Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.

  7. Foreign-LLC withdrawals

    Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Wyoming Secretary of State - Business Division

Website
sos.wyo.gov
Phone
(307) 777-7311
Email
business@wyo.gov
Mail
Herschler Building East, Suite 100 and 101, 122 W 25th Street, Cheyenne, WY 82002-0020
Hours
8:00 AM to 5:00 PM Mountain, Monday to Friday

Frequently Asked Questions

  • How much does it cost to dissolve a Wyoming LLC?

    Articles of Dissolution cost $60, paid by check or money order with a mailed or hand-delivered filing. Wyoming does not accept the dissolution form online and does not offer paid expedited service. Budget for any missed $60 annual report license tax if the LLC is behind, because the SoS will not accept dissolution for a delinquent LLC.

  • How long does Wyoming LLC dissolution take?

    Mail filings run up to 15 business days per the Wyoming SoS. The office does not offer any expedite tier for dissolution, a point the FAQ spells out explicitly. In-person drop-off at the Cheyenne office can be processed on the same timeline, not same-day. With no tax clearance to chase, that 15-day window is the only variable.

  • Does Wyoming require a tax clearance certificate?

    No. Wyoming has no state income tax or general franchise tax, so the Department of Revenue does not issue a clearance certificate for LLC dissolution. The LLC still has to close any sales and use tax licenses held with the Department of Revenue, but that runs in parallel rather than blocking the SoS filing.

  • What vote is needed to dissolve a Wyoming LLC?

    W.S. Section 17-29-702 dissolves the LLC on events specified in the operating agreement, on the consent of all members (or the threshold specified in the agreement), after 90 consecutive days without members, or on judicial dissolution. The operating agreement controls the threshold. Record the written consent before mailing Articles of Dissolution. See the Wyoming LLC formation page for operating agreement context.

  • Can I dissolve a Wyoming LLC online?

    No. WyoBiz handles formation and annual report filings online, but Articles of Dissolution must be mailed or hand-delivered to the SoS office at 122 W 25th Street in Cheyenne. Registered agents sometimes call their own dashboard an online filing, but that service is just the agent mailing the PDF for you. The state system itself does not accept the dissolution form electronically.

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

    The LLC becomes delinquent on day 2 after the anniversary due date, and the SoS administratively dissolves the entity 60 days after the due date for continued non-payment. Administrative dissolution is a terminated-for-cause status rather than a clean exit, which can complicate revival if you ever want the name back, and Wyoming's charging-order privacy protections stop applying once the LLC is no longer active.

  • Do I need to notify the IRS?

    Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Wyoming's lack of a state income tax does not reach the federal level. See the IRS close-a-business page for the federal checklist.

  • How long does LLC dissolution take in Wyoming?

    Mail filings take about 15 business days once received.

  • Can I file the Limited Liability Company Articles of Dissolution online?

    No. Wyoming accepts the dissolution filing only on paper by mail to Wyoming Secretary of State, Herschler Building East, Suite 100 and 101, 122 W 25th Street, Cheyenne, WY 82002-0020. Online filing is not currently available for dissolution.

  • Do I need a tax clearance certificate in Wyoming?

    No. Wyoming does not require a separate tax clearance certificate before accepting LLC dissolution. That said, paying any outstanding state tax obligations is always advisable before filing. Ignoring them can lead to the state collecting from former members or trustees after dissolution.

  • What vote is required to dissolve a Wyoming LLC?

    Wyoming's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.

  • Does dissolution close my federal tax obligations?

    No. The Wyoming Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.

  • Will my LLC name become available for someone else to use after dissolution?

    In most cases yes. Wyoming typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Related

Sources

  • Filing fee: sos.wyo.gov/business/docs/businessfees.pdf · verified April 21, 2026
    Wyoming Secretary of State Business Division Filing Fee Schedule: Articles of Dissolution for a Domestic LLC = $60. Authority: W.S. §17-29-702. Not available for online filing; must be submitted by mail or in person.
  • Form url: sos.wyo.gov/forms/business/llc/llc-articlesdissolution.pdf · verified April 21, 2026
    Official Wyoming SoS LLC Articles of Dissolution fillable form. Authority: W.S. §17-29-702 (events causing dissolution) and §17-29-706 (statement of dissolution).
  • File online: wyobiz.wyo.gov/Business/RegistrationInstr.aspx · verified April 21, 2026
    WyoBiz supports online formation filings but the SoS Business Division does not currently offer an online workflow for LLC Articles of Dissolution. LLCs must mail or deliver a signed Articles of Dissolution PDF to the SoS. Recorded as fileOnline: false.
  • Expedited: sos.wyo.gov/faqs.aspx?root=BUS · verified April 21, 2026
    The Wyoming SoS FAQ explicitly states the office does not offer expedited service. Mail filings can take up to 15 business days. Recorded as offered: false.
  • Tax clearance required: revenue.wyo.gov/home · verified April 21, 2026
    Wyoming has no state income tax or general franchise tax, so no tax clearance certificate is required from the Department of Revenue before dissolution. LLCs must still close sales/use tax licenses if applicable and remain current on the SoS annual report license tax. Recorded as taxClearanceRequired: false.
  • Member vote standard: law.justia.com/codes/wyoming/title-17/chapter-29/article-7/section-17-… · verified April 21, 2026
    W.S. §17-29-702 provides that an LLC is dissolved upon the occurrence of an event specified in the operating agreement, the consent of all members (or the consent specified in the operating agreement), the passage of 90 consecutive days without members, or judicial dissolution. Recorded as 'per operating agreement'.
  • Public notice required: law.justia.com/codes/wyoming/title-17/chapter-29/article-7/ · verified April 21, 2026
    W.S. §17-29-707 and §17-29-708 authorize but do not require a dissolved LLC to publish notice to unknown claimants. No mandatory newspaper publication to effect dissolution.
  • Name becomes available after: sos.wyo.gov/faqs.aspx?root=BUS · verified April 21, 2026
    Wyoming SoS does not publish a specific waiting period for reuse of a dissolved LLC's name. Field set to null.
  • Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
    IRS canonical Closing a Business reference.