Dissolution steps
- Member vote to dissolve (operating agreement governs required vote)
- File Articles of Dissolution with Wyoming SoS ($60 fee, online at wyobiz.wyo.gov)
- Wind-up period: pay debts, collect receivables, distribute remaining assets
- Notify creditors of dissolution (some states require formal notice; Wyoming does not require)
- File final Form 5472 + pro forma 1120 with IRS, marking "Final Return"
- File final Form 1065 if multi-member (with K-1s to each member)
- Close US bank accounts (Mercury, Relay, Wise) after final distributions
- Cancel registered agent service
- Cancel any state registrations or licenses
- Distribute remaining assets to members per ownership percentages or operating agreement waterfall
- Keep records for 7 years (tax retention)
Tax implications of dissolution
- Final Form 5472 + pro forma 1120 marked "Final Return"
- Final Form 1065 with K-1s for multi-member LLCs
- Members recognize gain or loss on liquidating distributions
- Capital account closeout per operating agreement
- Form 8832 reversal if applicable
When NOT to dissolve
- Pending lawsuits or unresolved creditor claims (liability could attach to members)
- Outstanding tax obligations (Form 5472 penalties, IRS notices)
- Foreign-currency banking holds (let funds release first)
- Active customer subscriptions (refund or transfer before dissolution)