Have you decided to stop transacting business with your Wisconsin limited liability company? The state of Wisconsin legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Wisconsin.
Rocket Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Wisconsin is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Wisconsin.
How to Dissolve a Domestic Wisconsin LLC
If your limited liability company is domestic to the state of WIsconsin, the dissolution process involves the filing of a document called the Articles of Dissolution. The information required to fill out this document includes:
- 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
Once you’ve finished filling out this form, you need to include a check for $20 made payable to the “Department of Financial Institutions” and mail it and your completed form to the following address:
Wisconsin Department of Financial Institutions
Corporations Bureau
PO Box 7846
Madison, WI 53707-7846
Wisconsin also offers expediting for these articles, if needed. There is an additional fee of $25 to do so.
You can also file the Articles of Dissolution online here. You’ll need a credit or debit card to pay online.
Typically, the Wisconsin Department of Financial Institution’s Corporations Bureau takes approximately five business days to process your dissolution documents.
How to Dissolve a Foreign LLC in Wisconsin
Do you need to dissolve a limited liability company based outside of Wisconsin, but qualified to transact business within this state?
The dissolution process for foreign LLCs in Wisconsin starts with the filing of a Foreign Limited Liability Company Withdrawal Application. Like the Articles of Dissolution used for domestic LLCs, the withdrawal application is a two-page document, and it includes the following pieces of information:
- Name of your LLC
- State or country of formation
- Street address where process may be served to the LLC
- Effective date of dissolution
- Signature and printed name of authorized representative
Unlike the Articles of Dissolution, the withdrawal application costs a bit more: $40. You can make your check out to the “Wisconsin Department of Financial Institutions.” This filing also gets sent to the same address:
Wisconsin Department of Financial Institutions
Corporations Bureau
PO Box 7846
Madison, WI 53707-7846
You can also file this form online here. You can also expect this form to take five business days to be processed.
What Else Do I Need to Know About LLC Dissolutions in Wisconsin?
First off, it’s important to note that once your dissolution is filed, any business entity in Wisconsin can claim your business name. This is just one of the many reasons that you should only dissolve your Wisconsin limited liability company if you’re entirely certain that you’re done conducting business in this state.
You should also keep in mind that there are several scenarios that can lead to the state of Wisconsin administratively dissolving your LLC. If you fail to file your annual report on time, your LLC will immediately lose its good standing with the state. If a year passes and you still haven’t completed the form, the Department of Financial Institutions will send you a notice that your report is late. You have 60 days to file and pay after receiving the notice. If you don’t, the Department of Financial Institutions will perform an administrative dissolution of your business.
Wisconsin does allow dissolved LLCs to reform (although the process can be a bit of a hassle). To do so, you’ll need to file the Revocation of Voluntary Dissolution. The filing fee for an LLC that intentionally dissolved is just $10. However, if your LLC was dissolved administratively, you’ll need to correct whatever caused the dissolution. This includes a fee of $100 as well as $40 for each delinquent report.
Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in Wisconsin again.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Both the Foreign Limited Liability Withdrawal Application and the Articles of Dissolution require a similar filing process.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Wisconsin LLC!