Wyoming Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Wyoming articles of dissolution are the filing that ends a domestic for-profit corporation's existence with the Wyoming Secretary of State, Business Division. The statute uses that exact phrase, at W.S. 17-16-1403. A Wyoming LLC files articles of dissolution on its own separate LLC form instead, and a nonprofit corporation has a third form; this page covers only the profit corporation route.

2. 2

   No Wyoming agency issues a tax clearance or a consent to dissolve, and nothing has to be attached to the articles. A literal scan for clearance returned zero hits in the dissolution article, zero across the whole Wyoming Business Corporation Act, and zero on both forms. The condition that does gate acceptance is W.S. 17-16-120(j), which requires past due fees and taxes to be paid or provided for when any document is delivered for filing.

3. 3

   There are two profit corporation forms, and picking the wrong one wastes a mailing cycle. Articles of Dissolution by Shareholders asks for three things: the corporation name, the date dissolution was authorized, and a checked statement that the proposal to dissolve was duly approved by the shareholders. Articles of Dissolution by Incorporators or Initial Directors asks instead for the date of incorporation, a choice between no shares issued and business not commenced, and recitals that no debt remains unpaid and net assets have been distributed.

4. 4

   The fee is $60.00 for either form. W.S. 17-16-122 names no figure at all; it tells the Secretary of State to set and collect fees to recover costs and caps them at cost. So the published schedule is the only source of the number, and it prices Amendment, Dissolution or Any Other Filing for a profit corporation at $60.00. Expedited review is separate and steep: $1,400.00 per document for same day, by noon Mountain time, or $700.00 for next business day.

5. 5

   This filing is paper. Both forms say the form cannot be accepted via email and to mail it with payment to Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. Standard processing runs up to 15 business days from the date of receipt. An expedited request buys priority examination only; if the document is rejected and not corrected, the expedite fee is not refunded.

6. 6

   Wyoming expresses the shareholder threshold as a quorum rule rather than a fraction of outstanding shares. Under W.S. 17-16-1402(e), adoption requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists, unless the articles of incorporation or the board require a greater vote or a vote by voting groups. The board must first recommend dissolution unless a conflict of interest or other special circumstances lead it to make no recommendation and communicate why.

7. 7

   Creditor notice is elective in Wyoming, on two independent tracks that bar different people. Written notice to known claimants under W.S. 17-16-1406 must allow at least 120 days from the effective date of the notice, and a claimant whose claim is rejected then has 90 days to sue. A one-time newspaper notice under W.S. 17-16-1407 bars listed claimants unless they sue within three years of publication, or the applicable limitations period if shorter. Use neither and unbarred claims can reach shareholders up to what each received.

Wyoming Requirements for Articles of Dissolution

• No Tax Clearance Certificate Exists in Wyoming

  No Wyoming agency issues a tax clearance or a consent to dissolve, and nothing is attached to the articles. A literal scan for clearance returned 0 hits in the dissolution article, 0 across the full Wyoming Business Corporation Act, and 0 on both profit corporation forms. The Department of Revenue runs excise, mineral and property tax divisions and has no role in the filing.

• Past Due Fees and Taxes Paid on Delivery

  W.S. 17-16-120(j) attaches a payment condition to every document delivered to the Secretary of State: the correct filing fee and any franchise tax, license fee, penalty or past due fees, taxes or penalties must be paid or provision for payment made. W.S. 17-16-120(a) makes satisfying that section what entitles a document to filing, and under W.S. 17-16-125(c) a refused document comes back within 15 days with a written explanation.

• Two Separate Profit Corporation Forms

  Wyoming publishes two forms, not one with checkboxes. Articles of Dissolution by Shareholders, file name P-ArticlesDissolutionShareholders revised June 2021, carries the W.S. 17-16-1403 recitals. Articles of Dissolution by Incorporators or Initial Directors, file name P-ArticlesDissolutionIncorporators-Directors revised June 2024, carries the W.S. 17-16-1401 recitals for a corporation that issued no shares or never commenced business. No numeric form number is assigned, and under W.S. 17-16-121(b) form use is not mandatory for this filing.

• Fee of $60 Set by the Office, Not by the Statute

  W.S. 17-16-122 names no figure; it directs the Secretary of State to set and collect fees to recover costs, capped at cost. The published Business Division schedule effective July 1st 2026 prices Amendment, Dissolution or Any Other Filing for a profit corporation at $60.00, and both form faces print Filing Fee: $60.00 by check or money order. The schedule carries no surcharge. Expedited examination is $1,400.00 per document same day or $700.00 next business day.

• Mailed With Payment, Not Filed Online

  Both forms state that the form cannot be accepted via email and to mail it with payment to the Business Division, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. Standard processing runs up to 15 business days from receipt. Because the expedite programme excludes filings that can be completed online, a mailed dissolution is eligible, but expediting buys priority examination only and the fee is not refunded if the filing is rejected and not corrected.

• Shareholder Approval Stated as a Quorum Rule

  W.S. 17-16-1402(e) requires approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists, unless the articles of incorporation or the board require a greater vote or a vote by voting groups. No percentage of outstanding shares is stated. The board must recommend dissolution first unless a conflict of interest or other special circumstances lead it to make no recommendation and communicate the basis. Every shareholder is notified of the meeting whether or not entitled to vote.

• Elective Creditor Notice on Two Tracks

  Neither route is required; both statutes say may. Written notice to known claimants under W.S. 17-16-1406 must set a deadline of at least 120 days from the effective date of the notice, and a rejected claimant has 90 days to sue. A one-time newspaper notice under W.S. 17-16-1407 bars claimants who received no written notice, whose timely claim went unanswered, or whose claim is contingent, unless they sue within three years of publication. Claims that stay unbarred reach shareholders up to the assets each received.

• Annual Report Standing and the 60 Day Clock

  Both form checklists require that the business entity is active and in good standing with this office, and standing comes from the annual report. The license tax under W.S. 17-16-1630 is $60.00 or two-tenths of one mill on Wyoming assets, whichever is greater, so $300,000 or less in assets pays $60.00 and $1,210,000 pays $242.00. The entity is delinquent on the second day of the month after the due date and administratively dissolved if the report is not filed within 60 days of it. Reinstatement for tax then costs $100.00 and is unavailable after two years.