Dissolve or Reinstate a Wyoming LLC or Corporation: $60 Voluntary Dissolution, $100 Reinstatement Within 2 Years
Closing a Wyoming company is simpler than forming one, but the state paperwork has a few traps. To dissolve an LLC in Wyoming, the Secretary of State filing costs $60. The bigger risk is letting the entity fall into administrative dissolution by missing its annual report, because the state can act on that without asking you. Once that happens, you have two years to bring the entity back, at a cost of $100 to $350 depending on the reason. After that window closes, Wyoming statutes do not allow reinstatement at all.
This guide covers both ways a Wyoming LLC or corporation ends on the state's records, what each costs, the steps to take, and how reinstatement works. This is informational content, not legal or tax advice. Dissolving a business can affect contracts, loans, leases, employees and tax filings. If the business has debts, multiple owners or employees, talk to a Wyoming-licensed attorney and a CPA before you file.
Two Ways a Wyoming Entity Ends
Wyoming recognizes two paths, and they differ in cost and in who makes the decision.
- Voluntary dissolution. The owners decide to close the business and file the dissolution with the Wyoming Secretary of State, Business Division. The fee is $60 for an LLC or profit corporation.
- Administrative dissolution. The state dissolves the entity without an owner request. This usually happens when the annual report and annual license tax go unpaid, or when an LLC lacks a registered agent or office.
If you have already missed an annual report, you are not yet at the end of the road. Administrative dissolution is the state's action, and reinstatement is the cure. The sections below explain both.
Voluntary Dissolution Fees
| Entity type | Filing | Fee |
|---|---|---|
| LLC | Amendment, dissolution and other filings | $60 |
| Profit corporation | Amendment, dissolution and other filings | $60 |
| Nonprofit corporation | Dissolution | $25 |
These are the Secretary of State fees effective July 1, 2026. Confirm the current amount on the Secretary of State site at sos.wyo.gov before you submit payment, because fees change.
Steps to Dissolve a Wyoming LLC or Corporation
- Check the entity record. Search your business on the WyoBiz filing search at wyobiz.wyo.gov/Business/FilingSearch.aspx. Confirm the entity's name, its registered agent and whether any annual report is past due. A past-due report changes your options if you need reinstatement later.
- Settle the business obligations. Pay or arrange outstanding debts, end leases and vendor contracts where possible, and resolve open customer or employee issues. Filing the dissolution does not by itself end the business's debts or contracts.
- File the dissolution with the Secretary of State. Submit the dissolution filing and pay the $60 fee for an LLC or profit corporation, or $25 for a nonprofit. Check the Secretary of State site for the current filing method, since online and paper options can differ.
- Close the other accounts. Work through the agency list in the next section. This step is easy to skip, and open accounts can keep generating obligations after the entity is gone.
- Cancel local licenses and any trade name. Wyoming has no general statewide business license, but cities and towns may issue business licenses or permits for your activity. Contact the city clerk where you operated. Counties issue no business licenses. If you registered a trade name with the Secretary of State, cancellation costs $10.
- Keep the records. Save the filed dissolution, the payment receipt, the final bank statements and every agency confirmation you receive. Your CPA can tell you how long to keep them.
If an annual report due date falls before your dissolution is processed, confirm with the Secretary of State whether that report still applies. Do not assume it does not.
Close Your Other Accounts Before You Consider the Entity Finished
A Secretary of State dissolution does not close your tax and employer accounts. Confirm the requirements for each of the following agencies before you consider the business closed:
- Wyoming Department of Revenue, Excise Tax Division (excise-tax-div.wyo.gov). If the business made taxable sales, it held a separate sales and use tax license from this agency. Ask how to close that license. Wyoming's state sales tax rate is 4%, but you do not need to calculate it to close the account.
- Wyoming Department of Workforce Services. Ask about any unemployment insurance account and any workers' compensation coverage. Wyoming's workers' compensation is a state fund that is compulsory only in listed extrahazardous industries. Sole proprietors, partners, officers and LLC members are excluded unless they elect coverage.
- The county assessor. Ask whether any assessment or reporting obligation tied to the business's Wyoming property is still open.
- The Internal Revenue Service. Confirm how to close the federal employer identification number and what final federal returns the business must file.
Wyoming levies no corporate income tax, no personal income tax and no franchise tax. The annual report license tax is the only recurring state entity charge, which is why it is the filing that matters most to keep current.
How Administrative Dissolution Happens
The Secretary of State can dissolve a Wyoming entity without a request from its owners in these situations:
- Missed annual report and tax. The annual report and annual license tax are not filed and paid within 60 days after their due date.
- LLC without a registered agent or office. An LLC can also be forfeited if it has no registered agent or office, or if it has an unpaid fee after the Secretary of State sends notice under W.S. 17-29-705.
The annual report is due on the first day of the anniversary month of formation, every year. It may be filed up to 120 days before the due date. The annual license tax is a $60 minimum, or two-tenths of one mill ($.0002) on all assets located and employed in Wyoming, whichever is greater. An entity with $300,000 or less in Wyoming assets pays $60. An entity with $1,210,000 in Wyoming assets pays $242.
Every Wyoming entity must also keep a registered agent with a physical street address in Wyoming. A drop box does not qualify, and a PO box is accepted only in addition to a physical address. A missing or lapsed registered agent is one of the fastest ways to lose good standing, so set a calendar reminder for renewal.
Reinstatement: The Two-Year Window
Wyoming allows reinstatement only within two years of dissolution. The Secretary of State's FAQ states that Wyoming statutes do not allow reinstatement after two years. The fee depends on the entity type and the reason for dissolution.
| Entity type and reason | Reinstatement fee |
|---|---|
| LLC dissolved for tax reasons | $100 |
| LLC with no registered agent | $350 |
| Profit corporation | $100 or $250, depending on the grounds. Confirm which applies with the Secretary of State. |
| Nonprofit corporation | $25 or $150, depending on the grounds. Confirm which applies with the Secretary of State. |
| Statutory trust | $200 |
Two rules make reinstatement more useful than starting over. First, an LLC keeps its name during the reinstatement window. Second, reinstatement relates back to the dissolution date under W.S. 17-29-705 and 17-16-1422, so the entity is treated as continuing rather than newly created.
An entity dissolved only for missing annual reports, with no other delinquencies, can reinstate online on WyoBiz. Every other entity files by mail. If your entity has more than one problem, plan for the mail process and allow time for it.
A dissolved corporation continues to exist, but it may not carry on business except to wind up its affairs under W.S. 17-16-1421(c). Stop taking new work, collecting new revenue and entering new contracts while you reinstate or wind up.
After the Window: Forming a New Entity
Once the two-year window closes, the old entity cannot be reinstated. You can still do business, but only through a new entity with a new filing. The articles filing for a new LLC or corporation costs $100. Before you file, run a name search on WyoBiz to see whether the old name is free, since another business may have claimed it. A new entity also needs its own registered agent, annual report and bank accounts.
Foreign Ownership and Control
Under 2025 House Bill 0069, foreign-adversary ownership or control is a ground for dissolution or revocation of a Wyoming entity, unless the arrangement is approved by the Committee on Foreign Investment in the United States (CFIUS). If any owner, member or controlling party could be connected to a foreign adversary, speak with a lawyer before you form, keep or dissolve the entity.
When to Get Professional Help
Simple dissolutions with one owner, no debt and no employees can often be handled directly with the Secretary of State and the agencies above. Get help from a Wyoming-licensed attorney when the business has creditors, lawsuits, partners who disagree, outstanding loans, or assets that need to be distributed. Get a CPA involved before the final tax filings, because the timing of income, asset sales and payroll can change the tax outcome.
For the state's own rules and forms, start at the Wyoming Secretary of State at sos.wyo.gov. Confirm every fee and deadline above on the official agency page before you file, because this guide reflects the state's published information as of October 29, 2026, and agency requirements can change.
Disclaimer: This article is informational content, not legal or tax advice. It does not create an attorney-client or accountant-client relationship. For advice about your specific business, consult a qualified Wyoming attorney and a licensed CPA.