How to Dissolve an LLC in Wyoming (2026)

To dissolve an LLC in Wyoming, file Articles of Dissolution with the Wyoming Secretary of State, for a $60 fee. Wyoming is one of the fastest and simplest states to close in, for a specific reason: it has no state income tax and no franchise tax, so there's no tax-clearance step, which is the single biggest source of delay in most other states. Wyoming's recurring obligation is an annual "license tax" with an unusual formula: the greater of $60 or 0.02% of the LLC's assets located in the state.

Here's the full process and the Wyoming-specific specifics.

Wyoming LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and obtain the required member approval (the operating agreement or a majority vote), then record it. The documented decision is the basis for the filing.

Step 2: Notify creditors and wind up

Wyoming requires written notice to known creditors, what the statute frames as part of the dissolution, including a mailing address for claims, a claims deadline, and notice that late claims are barred. Pay or provide for the company's debts, then distribute remaining assets to members, creditors first. Wyoming does not require public or newspaper notice. Distributing assets ahead of creditors can create personal exposure.

Step 3: Get current on the annual report (and skip the tax clearance)

Here's where Wyoming saves you time. Because Wyoming has no state income tax and no franchise tax on LLCs, there's no tax-clearance certificate to obtain, you don't have to prove to a state tax agency that you owe nothing before dissolving. File your final federal return (the IRS still requires one), but the state side is just making sure your annual report is current: any unpaid "license tax" must be settled before the Secretary of State will approve the dissolution. If your LLC sold taxable goods, close your Wyoming sales/use tax account.

Step 4: File the Articles of Dissolution

File the Articles of Dissolution with the Secretary of State, $60. Wyoming requires an ink-signed original, so mail the signed document (USPS, FedEx, or similar) with the filing fee, rather than filing by fax. Standard processing runs about one to two weeks. Once accepted, the LLC is formally dissolved and may only act to wind up its affairs.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, canceling your registered-agent service, and withdrawing any out-of-state registrations.

The Wyoming wrinkle: no tax clearance, and an asset-based license tax

Wyoming's defining feature is the absence of a tax-clearance bottleneck. In most states, the slowest part of dissolving isn't the filing, it's waiting on a state tax agency to certify you're paid up before the Secretary of State will process your paperwork. Wyoming skips that entirely, because there's no state income tax and no franchise tax on LLCs to clear. That's a deliberate part of Wyoming's long-running business-friendly posture, fitting for the state that created the LLC structure in the first place, back in 1977. The practical result is a fast, clean close: get your annual report current, mail the form, done in a week or two.

The other Wyoming-specific point is the annual report itself, which Wyoming calls a "license tax" and calculates unusually: the greater of $60 or 0.02% of the LLC's assets located in Wyoming. For most small LLCs that works out to the $60 minimum, but an LLC holding significant Wyoming assets could owe more, and that amount must be current before you can dissolve. The one thing not to do is let it lapse: an undissolved Wyoming LLC keeps owing the license tax, and the state administratively dissolves it after about 60 days past the annual report due date, a messier outcome than the clean voluntary close, and the Wyoming version of the trap in can you just walk away from an LLC.

Frequently asked questions

Do I need tax clearance to dissolve a Wyoming LLC?

No. Wyoming has no state income tax and no franchise tax on LLCs, so there's no tax-clearance certificate to obtain, which is why Wyoming dissolution is faster than states like California or New York. You just need your annual report (the "license tax") current before the Secretary of State will approve the filing, and you should still file your final federal return with the IRS. But there's no state tax agency gating the dissolution.

How much does it cost to dissolve a Wyoming LLC?

The Articles of Dissolution filing fee is $60. There's no tax-clearance fee. The cost to keep an eye on is the annual "license tax," the greater of $60 or 0.02% of your in-state assets, which must be current before you can dissolve. For most LLCs that's the $60 minimum, so a current Wyoming LLC dissolves for $60.

Can I dissolve a Wyoming LLC online?

Wyoming generally requires an ink-signed original of the Articles of Dissolution, so the reliable route is to mail the signed form with the $60 fee rather than filing electronically. Processing takes about one to two weeks. Make sure your annual report is current first, since the Secretary of State won't approve a dissolution while the license tax is unpaid.

This page covers the Wyoming specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Colorado and Montana. Wyoming's official filing is at the Wyoming Secretary of State.