How to dissolve a corporation in Wyoming

What does it cost to dissolve a corporation in Wyoming?

Wyoming is straightforward and inexpensive on the filing side. The Secretary of State's fee for Articles of Dissolution is modest, commonly around $50confirm the current amount, since corporation fees can differ from LLC fees. Wyoming levies no corporate income tax and requires no tax-clearance certificate first, so there is no state tax return gating the dissolution the way there is in a clearance state.

Fees change; we confirm the current figure with the Secretary of State before we file. See the wider picture on the main corporation guide.

How do the board and shareholders approve dissolution?

A Wyoming corporation dissolves through its governance structure in two moves. First, the board of directors adopts a resolution recommending dissolution. Second, the shareholders approve it, generally a majority of the shares entitled to vote, unless the articles set a higher bar.

Record both the board resolution and the shareholder approval in writing. Even a single-shareholder corporation completes both. That record supports the Articles of Dissolution and confirms the dissolution was authorized.

How do you dissolve a Wyoming corporation, step by step?

1. Board resolution to dissolve. The directors recommend dissolution, recorded in the minutes.
2. Shareholder approval. Shareholders vote to approve, generally by a majority of shares, recorded in writing.
3. File the Articles of Dissolution. File the Articles of Dissolution with the Wyoming Secretary of State and pay the fee.
4. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, filed within 30 days of adopting the resolution or plan.
5. Wind up the business. Notify creditors, settle or provide for debts, collect receivables, and distribute anything left to shareholders, creditors before shareholders, always.
6. File final returns and close accounts. File the final federal return marked final, settle any Wyoming Department of Revenue accounts such as sales and use tax, and close the IRS business account.

The Articles of Dissolution

The core state document is the Articles of Dissolutionfiled with the Wyoming Secretary of State. It names the corporation and confirms the dissolution was authorized by the board and shareholders. Wyoming provides the form through the Secretary of State's business division, and filings are commonly submitted by mail. A corporation that has not issued shares or begun business may use a simpler dissolution filing. If you are closing a Wyoming LLC rather than a corporation, see how to dissolve an LLC in Wyoming.

Does Wyoming require tax clearance first?

No. Wyoming has no corporate income tax and does not require a tax-clearance certificate before the Secretary of State will file a corporation's Articles of Dissolution. That makes Wyoming one of the simpler states to close a corporation in. You should still be current on your Wyoming annual report and its license tax, and settle any sales or use tax accounts with the Department of Revenue, but none of that gates the dissolution filing itself.

The Wyoming annual report and license tax

Wyoming corporations file an annual report with the Secretary of State, which carries a license tax calculated on the corporation's assets located and employed in Wyoming, with a minimum that is commonly around $60. That obligation runs every year the corporation exists on the register, which is one more reason to close the entity deliberately rather than let it lapse: an abandoned Wyoming corporation keeps accruing the annual report and license tax until it is formally dissolved or the state acts. Being current on the annual report also keeps the record clean going into the dissolution.

IRS Form 966 and final returns

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations closing down. A dissolving Wyoming corporation files it with the IRS within 30 days after the board and shareholders adopt the resolution or plan to dissolve. Because that clock runs from the approval, not from your state filing, it is easy to complete the Wyoming side and forget the federal one.

A dissolving corporation also files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp. Because Wyoming has no corporate income tax, the federal return is where most of the final-year tax work happens. We cover the whole federal sequence on the final tax return page.

Your EIN and the IRS account

Here is the step almost everyone misses: the EIN. The IRS does not cancel an EIN. The number is permanent and never reassigned. What you do instead is ask the IRS to close the business account behind it, and the IRS will not close it while final returns are outstanding. The Wyoming filing gives the IRS no signal at all.

How long does it take in Wyoming?

The paperwork is quick to prepare, and because Wyoming has no tax-clearance gate, the state side is comparatively fast, processing depends on the Secretary of State's queue and whether you file by mail or online. Form 966 and the IRS account closure run on the federal clock, generally several weeks each and independent of the state filing.

Confirm current Secretary of State processing times before relying on a date.

Rather have your Wyoming corporation closed properly?

We prepare and file the Articles of Dissolution, guide the final federal return, make sure Form 966 lands inside its 30-day window, and, if your corporation ever had an EIN, close the IRS business account too. If you're not sure which package is yours, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving a Wyoming corporation, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.