The Fastest Filing in the Country, at the Highest Closing Fee
Wyoming turns filings around in 2 to 3 business days as standard, faster than any other state. It also sells a certificate of good standing for $2, the lowest fee in the country. But it charges $60 to file the Articles of Dissolution, which is more than any other state in this region, and exactly the same as a full year of the annual report license tax.
That symmetry is the whole planning problem. Closing costs one year of keeping it open, so the decision to defer never looks obviously wrong until several years have passed. Filings go to the Wyoming Secretary of State at wyobiz.wyo.gov, under Wyo. Stat. § 17-29-701 for a limited liability company and Wyo. Stat. § 17-16-1403 for a corporation.
What the annual report license tax actually is
Wyoming's annual filing is a license tax with a $60 minimum, due on the first day of the anniversary month. The late penalty is $25. Because it is a minimum rather than a flat fee, an entity holding assets in the state can owe more than $60. A dormant entity still owes the minimum.
No clearance step, but still a tax close-out
Wyoming does not require a tax clearance certificate before the Secretary of State will process a dissolution. That is why the state filing is measured in days rather than weeks. It does not follow that the tax side is finished. Final federal returns still have to be filed and marked final. The EIN account has to be closed if it will not be reused, and any account opened in another state closed on that state's terms.
Risk and Cost of Abandoning a Wyoming LLC
An abandoned Wyoming entity accrues the $60 minimum license tax plus the $25 late penalty each year, so $85 annually. Two years is $170, three is $255. Reinstating after a two-year lapse means clearing that $170 and then paying the $60 dissolution fee, roughly $230. Forming a fresh Wyoming LLC, by contrast, costs $100. Wyoming is one of the few states where the arithmetic can genuinely favor starting over. That is a decision worth making deliberately, rather than discovering later.
The state can administratively dissolve an entity after roughly 24 months of non-compliance. The Application for Reinstatement is then available for only 24 months after that. Both clocks are short. While they run, the public record shows a delinquency rather than a closure, and the entity name loses its protection. The registered agent appointment also lapses, so that service at the last address of record can produce a default judgment nobody defends.
This matters more for Wyoming entities than for most, because a large share of them are managed from outside the state and rely entirely on the agent for anything that arrives by mail.
Personal guarantees behind leases and credit lines survive the entity, and members who took a final distribution ahead of known creditors remain reachable for what they received.
There is one further Wyoming-specific cost. Because the certificate of good standing is $2 and takes days rather than weeks, Wyoming entities are routinely asked for one by banks, payment processors, and overseas counterparties. A delinquent entity cannot produce a clean one. The substitute is a document that advertises the delinquency. Our Wyoming reinstatement service checks the entity against both 24-month clocks before recommending a route.
The Wyoming Filing Sequence
| Item | Value |
|---|---|
| Form name | Articles of Dissolution |
| Filing fee | $60 |
| Tax clearance | Not required |
| Processing time | 2-3 business days |
| Filing agency | Wyoming Secretary of State |
The state's part is quick. Almost everything that takes time is yours.
Check the anniversary month before you start
The license tax falls due on the first day of the anniversary month. Filing the dissolution before that date avoids the $60 entirely. Filing shortly after it means paying a full year for a company that has already stopped.
Approve the closure and record it
Member or shareholder approval is required. A Wyoming LLC with no written operating agreement is member-managed by default, with per-capita voting and distributions weighted by capital contribution. A corporation needs a board resolution recommending dissolution and a shareholder vote. Record the approval, the date and the distribution plan in a signed consent.
Notify creditors, settle, and file
Send written notice to known creditors with a claims deadline, and pay or provide for what is owed. Then file the Articles of Dissolution with the $60 fee. Standard turnaround is 2 to 3 business days, and a $50 expedite for 24-hour handling exists but is rarely necessary at that speed. Afterwards, cancel licenses and permits, update the record, and end the registered agent engagement in writing.
Dissolve your Wyoming entity
We prepare the articles of dissolution, handle any clearance the state requires, and file it. Or keep reading and close it out yourself.
Wyoming Dissolution Examples
Example 1: a single-member holding LLC in Cheyenne
A single member had used the entity to hold one piece of equipment that was later sold. With an August anniversary month, the closure was scheduled for June. A signed consent came first, then written notice to the two remaining counterparties with a 30 day claims deadline, and the $60 Articles of Dissolution filed once the deadline passed. The Secretary of State accepted the filing in three business days. Total state cost was $60, and the August license tax never fell due. That meant the closure cost the same as one more year of doing nothing.
Example 2: a Jackson corporation with four shareholders
An outfitting corporation with four shareholders and two officers closed at the end of a season. The board adopted a resolution recommending dissolution, and the shareholders approved it in a documented vote, with the minutes recorded because two shareholders lived out of state. One annual report license tax had been missed, so the record was brought current at $60 plus the $25 late penalty. The bank then asked for a certificate of good standing before releasing the final balance, ordered at $2.
With the $60 dissolution fee the state cost came to $147 and the corporate filing itself cleared in three business days.
Example 3: a Wyoming LLC also registered in Washington and Tennessee
A three-member consulting LLC in Wyoming had registered in Washington and Tennessee as clients grew. The exposure was one-sided. Washington bills a $60 annual report with a $25 late penalty. Tennessee bills LLCs a $300 minimum annual report with a $50 late penalty. Leaving both open costs $435 a year, against Wyoming's $85. The members approved the closure, filed the $60 Articles of Dissolution, and filed withdrawals in Washington and Tennessee the same month. Without the out-of-state withdrawals, dissolving in Wyoming would have removed the smallest of the three obligations and left the largest running.
Five Mistakes Wyoming Owners Make When Closing
Mistake 1: believing a Wyoming entity is nearly free to keep
What it is: leaving a dormant entity registered because Wyoming has a reputation for low cost. Why it happens: the reputation is built on formation and privacy, not on the recurring obligation. Consequence: the $60 minimum license tax plus a $25 late penalty accrues every year, so three dormant years cost $255 and buy nothing. Prevention: close it, or budget $85 a year knowingly.
Mistake 2: deferring because the closing fee is $60
What it is: postponing dissolution because it costs the same as another year of the license tax. Why it happens: the two numbers are identical, so waiting feels cost-neutral. Consequence: waiting is only neutral for one year. By year three, the entity has spent $255 and still owes $60 to close. It may also have crossed into administrative dissolution, with its 24-month reinstatement clock running. Prevention: treat the $60 as the price of certainty, and file it in the anniversary month before the tax falls due.
Mistake 3: distributing ahead of creditor notice
What it is: paying out the remaining balance before known creditors are told in writing. Why it happens: with no clearance step and a 2 to 3 day filing, Wyoming closures move faster than the internal housekeeping does. Consequence: unnotified creditors can pursue members personally for the value distributed. Prevention: dated written notice with a claims deadline, proof of delivery, and no distribution until it passes.
Mistake 4: canceling the agent but forgetting the other states
What it is: ending the Wyoming agent engagement while foreign registrations elsewhere stay open. Why it happens: Wyoming entities are frequently operated from other states, so the registrations outnumber the home filing. Consequence: each remaining state keeps its own annual report obligation on its own schedule. Losing the agent also removes the only address that was receiving notice of them. Prevention: file withdrawals across the qualification list first, then cancel the agent in writing once every filing is accepted.
Mistake 5: mistaking a three-day filing for a three-day project
What it is: promising a buyer, lender, or spouse that the company will be closed this week, because Wyoming processes in 2 to 3 business days. Why it happens: the state filing genuinely is that fast. Consequence: the creditor notice period, the final returns, and the withdrawals in other states take weeks. So the commitment fails on the parts Wyoming does not control. Prevention: schedule the state filing last, and quote the whole project, usually four to six weeks, rather than the filing window.
How File.Business Handles Wyoming Dissolution
We check the anniversary month so the license tax does not fall due mid-project, draft the member or shareholder consent, and prepare and serve the creditor notices. We order the $2 certificate if a bank or counterparty needs one, then file the Articles of Dissolution at $60 for 2 to 3 business day handling. Finally, we file withdrawals in every state where the entity is registered, and cancel the agent once everything is accepted. See the Wyoming dissolution service, the general dissolution page, or the compliance service if other entities in the group stay open.
Wyoming dissolution FAQ
How do I dissolve an LLC in Wyoming?
Sign a written member consent, notify known creditors and settle what is owed, then file the Articles of Dissolution with the Wyoming Secretary of State and the $60 fee. File.Business runs the whole dissolution as one project.
How much does it cost to dissolve a business in Wyoming?
The state fee is $60, the highest closing fee in the region and the same amount as one year of the annual report license tax. Any missed year has to be brought current first at $60 plus a $25 late penalty.
How fast is a Wyoming dissolution?
The Secretary of State processes filings in 2 to 3 business days as standard, the fastest turnaround in the country. A $50 expedite is available for 24-hour handling, but it is rarely needed at that speed.
Does Wyoming require tax clearance before dissolution?
No. The Secretary of State will process the Articles of Dissolution without a clearance certificate, which is why the state leg is measured in days. Final federal returns and any out-of-state tax accounts still have to be closed separately.
What does an unused Wyoming LLC cost each year?
At least $85 once the report is late: a $60 minimum annual report license tax plus a $25 late penalty. Three dormant years cost $255, and reinstating afterwards can exceed the $100 it costs to form a new Wyoming LLC.
How long can a Wyoming entity be reinstated?
Twenty-four months after administrative dissolution, through an Application for Reinstatement. Both the administrative dissolution trigger and the reinstatement window are short, so a lapsed Wyoming entity should be dealt with inside the first year.
Dissolve your Wyoming entity
We prepare the articles of dissolution, handle any clearance the state requires, and file it. Or keep reading and close it out yourself.
Filing in Wyoming specifically: Wyoming dissolution filing covers the current fee, the anniversary-month timing, and the exact document the Secretary of State expects.
This guide is written from the official sources below. Fees, forms, and deadlines change. Confirm the current requirement with the agency before you file.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction. Nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above, and they can change. Confirm current requirements with the relevant state agency before you file.
