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Wisconsin Articles of Dissolution

Wisconsin business corporations dissolve on Department of Financial Institutions Form 10, with no tax clearance certificate and no Department of Revenue consent. The fee is $20 online or $35 on paper. Attorney review available.

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Introduction

Form 10 asks a dissolving Wisconsin corporation four things: its name, the date dissolution was authorized, which statute authorized it, and whether it wants to give up its name sooner than 120 days. It asks nothing whatsoever about tax. No clearance certificate, no Department of Revenue consent, not even a sworn line about the final return, because the content list in Wisconsin Statutes Section 180.1403(1) is closed and short. The trade arrives later. Both claim cutoffs a dissolved Wisconsin corporation can set up expressly exclude tax: Sections 180.1406(4)(b) and 180.1407(3) leave an additional income or franchise assessment under Section 71.74, sales and use tax under Section 77.59, and real estate transfer fees under Section 77.26 outside every bar the corporation could otherwise raise. The filing itself is one step, with no intent-to-dissolve stage, and it goes to the Department of Financial Institutions, because Wisconsin has no Secretary of State business-filing office at all. Price depends on the channel you pick: $20 to submit Form 10 online, $35 for the paper original. DocDraft builds your Wisconsin articles of dissolution from your facts, with attorney review available.

Key Things to Know

  1. 1

    Wisconsin articles of dissolution, published as Department of Financial Institutions Form 10, end the existence of a domestic for-profit business corporation organized under Chapter 180 of the Wisconsin Statutes. The label matches the slug here, which is not true in every state. A Wisconsin LLC files a Statement of Dissolution or Termination, Form 510, under Chapter 183 instead, and a nonstock corporation files Form 110 under Chapter 181.

  2. 2

    Nothing from the Department of Revenue gates the filing. Searching the certified text of Chapter 180 and of Chapter 71, the income and franchise tax chapter, for clearance returned zero hits in both, and the words tax and revenue appear nowhere on any of Form 10's three pages. Wisconsin asks for no certificate, no consent and no final-return attestation.

  3. 3

    The exposure sits on the other side of the filing. Sections 180.1406(4)(b) and 180.1407(3) pull tax out of both claim bars, so an additional assessment under Section 71.74, sales and use tax under Section 77.59 and real estate transfer fees under Section 77.26 stay collectable no matter how carefully the corporation notified or published.

  4. 4

    Two prices for one filing. Submitting Form 10 through the Department's online system costs $20, the figure Section 180.0122(1m)(p) sets; mailing the paper original costs $35, charged under the Section 180.0122(5) rule authority to price paper higher. Optional expedited service adds $100 for next business day, or $250 and $500 at the Madison counter for four-hour and one-hour turnaround.

  5. 5

    Who signs off depends on whether shares went out. A corporation that never issued shares can be dissolved by its incorporators or by its board alone under Section 180.1401(1). Otherwise the board proposes and the shareholders approve by a majority of all the votes entitled to be cast, not of a quorum and not of votes actually cast (Section 180.1402(3)). Meeting notice must reach every shareholder, voting or not, and say that dissolving the corporation is on the agenda.

  6. 6

    Creditor notice is a choice, not a duty, and it happens after filing. Written notice to known claimants must give them at least 120 days to submit a claim, and a rejected claimant has 90 days to sue (Section 180.1406). A single-insertion class 1 newspaper notice under Chapter 985 cuts everyone else off two years after the publication date (Section 180.1407). Skip both and claims simply keep their ordinary life.

  7. 7

    Dissolved is not finished. Section 180.1405(1) keeps the corporation in existence for winding up, Section 180.1405(3) reserves its name for 120 days unless the articles shorten that, and Section 180.1404(1) allows a full revocation within those same 120 days, which relates back as if the dissolution never happened. Unbarred claims reach each shareholder up to the amount distributed to them (Section 180.1408(2)).

Key decisions before you file

Before you file a Articles of Dissolution in Wisconsin, a few decisions shape the document: which option to choose and what each one means. The Articles of Dissolution guide walks through them.

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Wisconsin Requirements for Articles of Dissolution

  • No Clearance Certificate and No Revenue Consent

    Nothing issued by the Department of Revenue gates this filing. The content lists in Sections 180.1403(1) and 180.1401(2) are closed and mention no tax item, and the words tax and revenue appear nowhere on Form 10. Scoped scans for clearance returned zero hits across the certified text of both Chapter 180 and Chapter 71.

  • Tax Assessments Sit Outside Both Claim Bars

    Wisconsin takes nothing at the front and gives nothing at the back. Section 180.1406(4)(b) exempts from the known-claim bar an additional assessment under Section 71.74 and sales and use taxes under Section 77.59, and Section 180.1407(3) exempts the same plus additional real estate transfer fees under Section 77.26 from the two-year publication bar.

  • Form 10, One Step, and Its Use Is Optional

    Form 10, printed Form Corp10 and revised May 2026, carries both statutory routes as checkboxes, so there is no intent-to-dissolve stage and no separate short form. Section 180.0121(1)(a) lists the only four documents whose prescribed form is mandatory, and articles of dissolution are not one, so Section 180.0121(2) leaves the form optional.

  • Twenty Dollars Online, Thirty Five on Paper

    Both figures are live and the channel decides. The Department prices online dissolution at $20, the statutory fee under Section 180.0122(1m)(p), and the paper original at $35 under the Section 180.0122(5) authority to charge more for paper. Expedited service adds $100 next business day, or $250 and $500 at the counter under Section 182.01(4)(d).

  • Majority of All Votes Entitled to Be Cast

    Section 180.1402(3) adopts the proposal on a majority of all the votes entitled to be cast, not of a quorum, unless the articles, bylaws or the board's own condition require more. Section 180.1402(2) sends meeting notice to each shareholder whether or not entitled to vote, 10 to 60 days ahead per Section 180.0705(1), stating dissolution is a purpose. A corporation with no shares issued skips the vote entirely under Section 180.1401(1).

  • Elective Creditor Notice: 120 Days, 90 Days, 2 Years

    Both routes say may and both run after the effective date. Known-claim notice under Section 180.1406(2) sets a deadline no fewer than 120 days out, with 90 days for a rejected claimant to sue. A class 1 notice under Section 180.1407(1), one insertion per Section 985.07(1), bars suits not brought within two years of publication, including claims against directors, officers and shareholders.

  • Two 120-Day Clocks Start on the Effective Date

    Section 180.1405(3) reserves the corporate name for 120 days unless the articles specify a shorter period under Section 180.1403(1)(d), and the form cannot lengthen it. Section 180.1404(1) allows revocation of the dissolution inside the same 120 days for $10, and Section 180.1404(4) relates it back as if dissolution never occurred. A delayed effective date may run up to 90 days out.

  • Drafter Name Required, Notarization Not

    Section 182.01(3) refuses the filing unless it names the individual who drafted it, in the form This document was drafted by. Section 180.0120(3)(c) makes a seal, an attestation and an acknowledgment, verification or proof all optional, and Form 10 has no notary block. An officer signs, or an incorporator if directors were never selected, or a court-appointed fiduciary; a director may not sign as a director.

Frequently Asked Questions