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Wyoming Corporation Dissolution

How to Dissolve a Wyoming Corporation

Dissolving a corporation in Wyoming can go one of two ways:

  1. Don’t file your next annual report and let the Wyoming Secretary of State administratively dissolve your corporation.
  2. File Articles of Dissolution with the Wyoming Secretary of State.

The Articles of Dissolution do have a $60 filing fee, which for some, makes the idea of administrative dissolution seem appealing. However, there are some downsides to administrative dissolution of a Wyoming corporation:

  • You will be unable to ever do business in Wyoming with that corporation without paying fines and past due annual reports.
  • If your corporation is still in existence, it could still be involved in a lawsuit at any time, and not actively maintaining the corporation will probably not play well in any court.
  • You have no control over the date of dissolution.

Obviously, the choice is yours and you may suffer no consequences by wrapping up all business accounts and waiting for the secretary of state to dissolve your corporation. But if peace of mind is worth $60 to you, keep reading.

Formally Dissolving a Wyoming Corporation 

The advantages of formally dissolving your Wyoming corporation are as follows:

  • You remain in control of the corporation and can choose the exact date of dissolution.
  • You make a clean break with the business and know that the corporation ended business on a good note.
  • Once the business is dissolved, it is no longer active and cannot be taken to court in a lawsuit.
  • Should you want to reinstate the corporation at a later date, you won’t have any fines or past due annual reports to hassle with.

How to File Wyoming Corporation Articles of Dissolution

A Wyoming corporation must file documents known as the Articles of Dissolution with the Wyoming Secretary of State. You can download a copy of the articles from your client account if we are your Wyoming registered agent.  If not, you can download the articles on the Wyoming Secretary of State’s website. Corporations must either file Articles of Dissolution by the Shareholders or Articles of Dissolution by the Directors. If you haven’t distributed shares or started doing business, you can file a Dissolution by the Directors. If otherwise, a Dissolution by the Shareholders must be filed. In either case, use the steps below as an overview of the process:

  1. Complete the Wyoming Corporation Articles of Dissolution

    Both forms for a Corporation Articles of Dissolution are straight forward. List the business name, the date of dissolution and check a few boxes stating that all dissolution protocols have been observed. Sign and date the dissolution articles and document is complete.

  2. Send the Articles of Dissolution to the Wyoming Secretary of State

    You must mail the articles to the Wyoming Secretary of State. Include a check or money order for $60. Mail articles to:

    Wyoming Secretary of State
    Herschler Building East
    122 W 25th St
    Suites 100 and 101
    Cheyenne, WY 82002

Winding Up a Wyoming Corporation

After filing the Articles of Dissolution, the corporation is allowed to operate only for matters that involve closing the business, a process formally known as winding up. Wind up activities include: transferring property; settling all disputes, debts and obligations; and distributing assets. After you’ve completed those steps and canceled all services, your corporation is laid to rest.