Learning how to dissolve an LLC in Wisconsin before actually start in the process could save you time, effort, and money. There are several steps you must take out the right time to formally dissolve your LLC in the state of Wisconsin, which for most LLCs are relatively straightforward. It also helps to read our guide to dissolving an LLC.
If in doubt, legal help should be sought to ensure you understand obligations and entitlements. If you have any questions or concerns regarding the documents you need to submit, the filings you need to make, or any other information needed for processing your application, the services of a business attorney could prove invaluable. Moreover, if you are looking to set up a business, this trusted LLC formation services review will come in handy.
Dissolving a Wisconsin Limited Liability Company: The Basics
To dissolve a limited liability company in Wisconsin is to formally and permanently close a business, halting all services with immediate effect from the effective date of dissolution. Though there are numerous steps that must be taken and articles to submit, it is a predominantly simple process with a minor fee to pay (for online business closures). Check out how the process compares to terminating LLCs in, let’s say, Georgia, or how to dissolve an LLC in Kentucky. Also, to dissolve your LLC in Colorado, you can submit only an online request and to dissolve your LLC in Pennsylvania you don’t need to notify creditors ahead, unlike in other states.
Part of the dissolution process is winding down your business, settling debts with creditors, ensuring you are up to date with your tax payments, and making sure your business is in good standing. It is important to note that if you do not settle all debts or liabilities with creditors and other entities prior to closing your business, they may be passed directly on to the LLC members and owners of the LLC.
It is therefore essential to give yourself plenty of time to file a notice with your creditors and ensure your obligations are taken care of, prior to formally closing your business. In addition, your business name immediately becomes available to anyone who wishes to use it, as an of the effective date of dissolution.
Dissolving a Domestic Wisconsin LLC
All (or most) of the information you need to dissolve a Wisconsin LLC should be in the operating agreement of your LLC. If not, standard LLC rules and policies will apply as outlined by the state.
Assuming your limited liability company is a domestic business, processing its closure begins when you file your Articles of Dissolution. Information that must be provided when submitting Articles of Dissolution includes the following:
- Name of your LLC
- Date you filed your Articles of Organization
- Cause for dissolving your LLC
- Date you want the dissolution to take place (if different from the date you submit the form)
- Signature and printed name of an officer of the LLC
- Mailing address and daytime phone number of the applicant
Note that in the above there is the option of filing for a specific dissolution date if you are planning to close your business but do not wish to do so before a set date in the future.
When you have completed this form, you must then send it to the Wisconsin Department of Financial Institutions at the mailing address below, including a check for $20 for processing your application:
- Wisconsin Department of Financial Institutions
- Corporations Bureau
- PO Box 7846
- Madison, WI 53707-7846
Where expedited processing is required, you can choose to pay additional fees of $25.00 to speed things up. Articles of Dissolution can also be filed online, at which point you will require a credit or debit card to pay the fees.
Processing times in both instances are relatively fast – it usually takes five business days or less for the Wisconsin Department of Financial Institutions to process applications and grant business closures.
Additional Information of Importance
Before you take the first steps towards dissolving your LLC in Wisconsin, it is important to ensure you understand the implications of doing so. In Wisconsin, it is technically possible for an LLC to be closed and then reform the business at a later date. However, it is a comparatively complex process that begins with filing the Revocation of Voluntary Dissolution.
For the most part, however, to dissolve a business in Wisconsin is to be seen as a permanent closure of the entity. The fees you need to pay to reinstate your LCC will vary on the basis of whether it was closed intentionally or was forced to close by the state. For example, if you failed to file your annual report and did not respond to the notice issued subsequently by the state.
In addition, you must provide advance notice to your creditors that you intend to cancel all operations from a planned date, before which you will settle any outstanding debts and issues with open accounts you have with them. Legal action may be taken against the members and owners of the LLC if you attempt to close it without getting all of your accounts in order.
Remember that the remaining asset can only be distributed to LLC members when the dissolved company has settled all applicable liabilities elsewhere. Distribution of assets must not occur until all debts are repaid, or plans have been put in place to repay them.
How to Dissolve a Foreign LLC in Wisconsin
If your LLC is registered elsewhere and/or is operating in a different state, you will need to follow the rules of the state in question to dissolve your foreign company. Likewise, if your business is registered in a different state and is qualified to do business in Wisconsin, there is a slightly different dissolution process.
Closing an out-of-state business that is operating in Wisconsin means first filing a Foreign Limited Liability Company Withdrawal Application. This is similar to the Articles of Dissolution that must be filed to close a business domestically, requiring the same basic information in the document:
- Name of your LLC
- State or country of formation
- Street address where the process may be served to the LLC
- Effective date of dissolution
- Signature and printed name of an authorized representative
There’s a slight difference in the fee to pay when closing a foreign LLC in Wisconsin – the standard processing fee is $40. Application and submission methods remain the same – you can send the document online, or you may send it to the standard address as follows:
- Wisconsin Department of Financial Institutions
- Corporations Bureau
- PO Box 7846
- Madison, WI 53707-7846
Processing times vary in accordance with demand at the time, though they average around five business days in most instances.
Wisconsin Limited Liability Company Dissolution FAQ
Detailed below, we have provided concise answers to a series of important frequently asked questions on closing Wiscons LLC in and the steps that need to be taken to register a business as terminated:
What are the fees to dissolve a Wisconsin LLC?
The standard filing fee that applies in most cases of business closure in Wisconsin is $20.00. If you would like your application to be processed within fewer business days, you can pay the additional fees of $25.00.
However, it is important to note that any outstanding tax payments and the debtor must also be paid before you can close your business. Tax payments must be up to date for your business to be in good standing, which is a formal requirement for your business to be closed.
Do I need Department of Taxation Clearance?
The Wisconsin Department of Financial Institutions does not require a formal certificate of tax clearance to process an application for business closure. However, it is still essential to ensure that you are up to date with your local and federal tax obligations and have supporting evidence retained for your records.
If you have any questions about filing your final return or your tax obligations in general, they should be directed to the Wisconsin Department of Revenue at (608) 266-0800. You may also choose to contact the IRS directly if you have any further questions on your tax obligations.
How many business days does it take to formalize the closure of my business?
It usually takes approximately five business days to process the documents and information is needed for closing LLCs in Wisconsin. However, processing times for the standard service can vary in accordance with demand at the time.
You can choose to pay an additional fee for expedited processing if preferred, which in most instances will be processed within approximately one or two business days.
When do I formally surrender the name of my business?
Your business name will once again become available to anyone who wishes to use it as of the date of dissolution in your Articles of Dissolution. From this date, anyone setting up a corporation in the state of Wisconsin will be able to use this name for their company, if they wish to do so.
What is the process of voting on a resolution to dissolve a business?
All members of the LLC must be given the opportunity to vote on whether or not to dissolve the business. A members meeting should be arranged in advance for a convenient time and date, during which the members of the LLC will vote on its closure or otherwise.
Meeting minutes should be taken and retained as proof of the member’s vote, and the business can be closed if enough members vote in favor of its dissolution.
Can I not just stop doing business?
You can, but you may face heavy penalties on the part of local authorities and the IRS. You will still be liable for all standard business expenses and tax obligations until you close your business, along with potential penalties for failing to cancel your business properly.
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