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How to Dissolve a Corporation in Wyoming (Articles of Dissolution (by Shareholders, or by Incorporators/Initial Directors), $60)

Updated September 4, 2026. Quick answer: a Wyoming for-profit corporation dissolves by filing Articles of Dissolution (by Shareholders, or by Incorporators/Initial Directors) under W.S. 17-16-1403 (the filing itself); authorization under 17-16-1401 (no shares issued/business not commenced) or 17-16-1402 (board proposes, shareholders approve) for $60, and Wyoming does not gate the filing on a tax clearance certificate.

The filing, and what Wyoming calls it

If the corporation has not issued shares or commenced business, a majority of incorporators or initial directors may dissolve it directly under §17-16-1401, stating the corporate name, incorporation date, share/business-commencement status, that no debt remains unpaid, and that net assets (if any) were distributed. Otherwise, under §17-16-1402 the board proposes and (absent a documented exception) recommends dissolution, and shareholders approve it at a meeting with a quorum of at least a majority of votes entitled to be cast. The Articles of Dissolution filed under §17-16-1403 state the corporation’s name, the date dissolution was authorized, and (if shareholder-approved) a statement of due approval; the corporation ‘is dissolved upon the effective date of its articles of dissolution.’ The Secretary of State’s own current forms additionally require, via a signed checklist, that ‘the business entity is active and in good standing with this office’ (i.e., annual reports/license tax current); that is a Secretary-of-State standing check, not a tax-agency clearance. A dissolved corporation continues solely to wind up (§17-16-1405); dissolution may be revoked within 120 days (§17-16-1404).

The tax clearance question

Wyoming does not gate the Articles of Dissolution (by Shareholders, or by Incorporators/Initial Directors) on a tax clearance certificate. No provision in Wyoming Business Corporation Act Article 14 (the full text of §§17-16-1401–1409 was fetched and reviewed directly from the Secretary of State’s own hosted statute compilation) conditions filing of Articles of Dissolution on any Department of Revenue clearance or sign-off. Neither official Secretary of State Articles of Dissolution form (by shareholders, or by incorporators/initial directors) contains a Department of Revenue clearance field; the only listed precondition is that the entity be ‘active and in good standing’ with the Secretary of State itself. The Secretary of State’s Business Entities FAQ page contains no dissolution-tax-clearance entry. This is an absence-of-requirement finding (no clearance mechanism found across the statute and the primary SOS pages reviewed) rather than an explicit government statement that clearance is categorically never required; Wyoming has no corporate income tax, consistent with there being no income-tax clearance mechanism. (W.S. 17-16-1401 to 17-16-1409 (no clearance provision present); Wyoming SOS Articles of Dissolution forms (no DOR clearance line item)) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.

Creditors and the claims window

Wyoming makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. Permissive, not mandatory. Under §17-16-1406, a dissolved corporation ‘may dispose of the known claims against it’ by written notice to known claimants; the notice must set a deadline of not fewer than 120 days from the notice’s effective date, and an untimely claim is barred (a rejected claim is barred if suit is not commenced within 90 days of the rejection notice). Under §17-16-1407, a dissolved corporation ‘may also publish notice of its dissolution’ one time in a newspaper of general circulation where its principal (or registered) office is/was located; this bars claims from claimants who did not receive written notice, or whose claims are contingent/future, unless suit is commenced within three years (or the otherwise-applicable statute of limitations, whichever is less) after publication. (W.S. 17-16-1406 (known claims, 120-day minimum bar deadline) and W.S. 17-16-1407 (published notice, 3-year bar))

What the filing costs

The Articles of Dissolution (by Shareholders, or by Incorporators/Initial Directors) carries a $60 filing fee. $60.00 flat fee, listed as ‘Amendment/Dissolution/Any Other Filing’ for Profit Corporations on the Wyoming Secretary of State Business Division Filing Fee Schedule, matching the $60.00 fee stated on both the official ‘Articles of Dissolution by Shareholders’ form and the ‘Articles of Dissolution by Incorporators or Initial Directors’ form. Payable by check or money order only; mail/hand-delivery only (not accepted by email); processing time up to 15 business days.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Wyoming’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers voluntarily dissolving a for-profit business corporation. If your entity is an LLC that was administratively dissolved and you are bringing back into good standing instead of closing it, that is a different filing: see reinstating an LLC in Wyoming.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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