How to Dissolve an LLC in Wyoming (2026): Articles of Dissolution, $60 Fee, No Tax Clearance

To dissolve a Wyoming LLC, you approve the dissolution, wind up the business, and file Articles of Dissolution with the Wyoming Secretary of State for $60. Wyoming requires no tax clearance and has no state income tax, so the state side is one filing. The part that actually costs money if you get it wrong is federal: most Wyoming LLCs are owned by a single non-US person, which means a final Form 5472 is mandatory.

At a glance

• Document: Articles of Dissolution
• State fee: $60
• Prerequisite: annual report filed and license tax paid (minimum $60 per year)
• Tax clearance: not required
• Timeline: up to 15 business days (filed by mail)
• Federal: final Form 5472 + pro forma 1120 (foreign-owned single-member), or final Form 1065 (multi-member), then EIN closure

Step 1: Approve the dissolution

Check the operating agreement. Wyoming's default rule under the Wyoming LLC Act allows dissolution on the consent of all members unless the operating agreement provides otherwise. Sign and date a written consent. Single-member LLCs sign one too.

Step 2: Make sure the annual report is current

Wyoming's one maintenance requirement is the annual report, due on the first day of the LLC's anniversary month, with a license tax of $60 or $0.0002 per dollar of assets located in Wyoming, whichever is higher. For an LLC with no Wyoming assets, it is $60.

If the current year's report is unfiled, file it before the dissolution. If the LLC is already administratively dissolved for a missed report, reinstate first (file the missed reports and pay the fees), then dissolve. Dissolving from a reinstated position gives you a clean record; leaving it administratively dissolved does not.

Step 3: Wind up

Pay creditors, close contracts, and distribute remaining assets. For the typical Wyoming LLC used for e-commerce, consulting or holding a US bank account from abroad, this means:

• Final payouts from Stripe, PayPal, Amazon or Shopify, then close those accounts
• Keep the Mercury, Relay or Wise account open until the final IRS filing and any balance is paid, then close it
• Cancel the registered agent only after the Articles of Dissolution are accepted (Wyoming needs an agent on file at the time of filing)
• Cancel the virtual address, mail scanning and any sales tax permits in other states

Wyoming law allows the dissolved LLC to send known creditors a written notice with a claims deadline, which limits late claims. It is worth doing for an LLC that traded; it is unnecessary for one that never did.

Step 4: File Articles of Dissolution

The Articles of Dissolution form asks for:

• The LLC's name
• A certification that the LLC has completed winding up its affairs
• The signature of a member, manager or authorized person

The form is filed by mail with the Secretary of State, with the $60 fee. Processing can take up to 15 business days. You will receive a filed copy; keep it, because non-US owners frequently need it for their home-country bank or tax office.

Step 5: File the final federal return

Wyoming has no state income tax, which is why non-US founders choose it. That does not reduce the federal obligation.

Single owner who is not a US person (or a foreign company): the LLC is a foreign-owned disregarded entity. File a final Form 5472 attached to a pro forma Form 1120, with the "final return" box checked, reporting the year's transactions between you and the LLC: contributions, distributions, loans and any payments for services. The penalty for not filing is $25,000 per year. The IRS does not care that the LLC was dormant; it cares that the form was due.

Two or more members: final Form 1065 with final K-1s.

Single owner who is a US person: Schedule C on the owner's 1040.

Pay anything owed, then mail the EIN closure letter: how to cancel an EIN.

Wyoming vs Delaware for closing

If you are choosing where to form your next company, the closing cost is worth knowing. Wyoming: $60 filing, $60 annual report, no franchise tax. Delaware: $220 filing, $400 annual tax, plus late penalties of $200 and 1.5% monthly. A dormant Delaware LLC left alone for three years costs well over $1,500 to close; a Wyoming LLC in the same position costs a few hundred dollars. Details in how to dissolve a Delaware LLC.

Frequently asked questions

How much does it cost to dissolve a Wyoming LLC?

$60 to the Secretary of State. No tax clearance, but the annual report must be current.

Does Wyoming require a tax clearance?

No.

How long does it take?

Up to 15 business days (filed by mail).

I own the LLC from outside the US. What do I file federally?

A final Form 5472 with a pro forma 1120 if you are the sole owner. Missing it costs $25,000.

What if I just stop filing the annual report?

If the annual report is late, the Secretary of State sends a notice; if the LLC does not file within 60 days of that notice, it is administratively dissolved. The fees remain owed, reinstatement is possible for a period, and the federal filings never pause.

Close your Wyoming LLC, including the federal side

CloseWise prepares the Articles of Dissolution, checks your annual report status, has the final Form 5472 or 1065 prepared by a licensed preparer, prepares the EIN closure letter, and gives non-US owners the filed documents their home-country bank will ask for. Start your Wyoming closure or see the cost.