Are you ready to stop doing business with your Wyoming corporation, but you’re not sure how the official dissolution process works?
The state of Wyoming requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Wyoming corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- Fill out and file the Articles of Dissolution with the Wyoming Secretary of State.
- Fulfill all tax obligations with the state of Wyoming, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Wyoming Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
In the state of Wyoming, you’ll need to fill out and file a document known as the Articles of Dissolution by Incorporators or Initial Directors. This form requires the following information:
- Name of your corporation
- Date of incorporation
- A description of the current state of the corporation: no shares have been issued or the corporation has not commenced business
- A certification that a majority of the directors or incorporators have voted to dissolve
- Signature and date of dissolution
- Contact information of the person filing
Once you’ve finished filling out your Articles of Dissolution, you’ll need to write a check for $50 to the “Wyoming Secretary of State.” You will only need to send one signed original. You can file it by mail to the following address:
Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020
Under typical circumstances, you can expect the state of Wyoming to process your dissolution filing within three to five business days of receiving it.
How to Dissolve a Wyoming Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
The process when the shareholders decide to dissolve is very similar to dissolution by the directors or incorporators. You’ll even use a similar form, the Articles of Dissolution by Shareholders. The information included is similar, too. You’ll need to include the following:
- Name of your corporation
- Date the dissolution was authorized
- A certification that the shareholders have authorized the dissolution as required by the state’s laws
- Who to contact with questions about the filing, plus an email address and phone number
- Signature of the president, the chairman of the board, or an officer
Just like the dissolution by directors, you’ll also need to write a check to the “Wyoming Secretary of State” for $50. The form should be mailed to the same address:
Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002-0020
Finally, the Articles of Dissolution by Shareholders has the same 3-5 business day turnaround.
What Else Do I Need to Know About Dissolving a Corporation in Wyoming?
In Wyoming, your dissolved corporation is not technically obsolete immediately. For 120 days, the Secretary of State will mark your corporation as “dissolved corporation,” but your name does not become immediately available for new businesses to use. If you decide that you want to go back into business again, you may do so by filing the Articles of Revocation of Dissolution. This option is available within the 120-day window only. After that, you would need to create a new corporation. The filing fee costs $50.
Wyoming encourages dissolving corporations to issue a public notice that the business is ending in a newspaper. This publication is not required, by doing so will alert any potential stakeholders to the dissolution. If someone stakes a claim to part of your assets while you dissolve, they must do so within 120 days or else their claim is void.
The legal process of responding to claims in a dissolved corporation is a little technical and lengthy. We won’t cover all of the details here, but if you want more information, you can read the full law in Article 14 of the Wyoming Business Corporation Act.
There’s also the issue of administrative dissolutions to discuss. This is when the state dissolves your corporation without you requesting that they do so. Administrative dissolutions occur for a variety of reasons. For example, if you fail to file your annual report or pay annual licensing fees, you may lose your good standing and worse, your corporation.
Wyoming can also dissolve your corporation if problems arise with your registered agent. For instance, if you change agents, you need to alert the state so service of process remains uninterrupted. The same goes if your agent’s address changes. If your business is fraudulent or deemed harmful to the public, you may also be dissolved.
To get the corporation reinstated, you must resolve whatever caused the dissolution. Between paying late fees and filling out paperwork, reinstatement can be a hassle.
Fortunately, avoiding an administrative dissolution is fairly easy. Simply remain compliant and keep up-to-date on your filings, and you won’t need to reinstate your corporation.
Conclusion
The process to dissolve a Wyoming corporation that has not distributed shares or transacted business is very simple, but if you have completed either of those steps, the process is far more time-consuming.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Wyoming corporation!