Wisconsin LLC Dissolution

Last updated on: March 19, 2021

There are several LLCs in Wisconsin with decades of working as a successful organization. But not all companies have such success. 

Sometimes there are situations when it is necessary to dissolve your LLC because of certain circumstances or of your own volition. In many cases, a company is created only for a short period of time.

Whatever the reason, the Wisconsin LLC dissolution process has certain rules. If you follow them, you can close your limited liability company without extra taxes, penalties, or legal complications.

In this article, we’ll look at how to dissolve a company and the specifics of this process for businesses based in Wisconsin and foreign LLCs.

How Do You Dissolve a Wisconsin LLC?

The process of closing a business registered as an LLC is established by state law. It includes several sequential steps, so before you start the dissolution process, we recommend you read through them. 

Let’s take a closer look at Wisconsin LLC dissolution procedure in order to dissolve your LLC as efficiently as possible. 

  1. Hold a meeting with all members to decide whether or not to dissolve the company and set its closing date. You should make sure to record the decision to approve the resolution in the official minutes of the dissolution meeting.
  2. File the necessary documents with the Wisconsin government. This is the crucial moment that starts the official dissolution process, so filing the correct paperwork should be handled carefully.
  3. When you decide to dissolve your business, you must notify all individuals and notify all business entities with whom your company is connected.
  4. Repay all of the LLC’s liabilities and debts and choose how to liquidate the assets of the business that remain on the company’s balance sheet.

We would like to point out that failing to comply with the Wisconsin LLC dissolution may have legal consequences. Including the transfer of liabilities and debts of the company to individuals and legal entities, to the owner of the LLC.

Dissolution for Domestic Wisconsin LLCs

If it is an LLC based in Wisconsin and registered as a domestic entity, the main document for the dissolution process will be the Articles of Dissolution

Visit the Wisconsin Department of Financial Institutions (DFI) website and fill out the form with the following crucial information:

  • Official business name;
  • Date originally filed your Articles of Organization;
  • Reason for dissolving your LLC;
  • Phone number;
  • Mailing address;
  • Your name;
  • Signature;
  • Date.

Filing the Articles of Dissolution officially starts your dissolution process, and the company is no longer allowed to do business. From that moment, its activities are focused only on carefully and accurately complying with the requirements of the dissolution law.

The completed form may be sent to the Department of Financial Institutions in one of the following ways:

Online

Download the Articles of Dissolution form and submit it online. You can pay the required $20 filing fee by credit card.

Mail

You should mail the completed and printed form, including a check for $20 for the registration fee, to the following address:

Department of Financial Institutions
Division of Corporate and Consumer Services
Corporate Section
P. O. Box 7846
Madison, WI 53707

In-person

If you live in Madison or plan to be there, you may deliver materials in person. Contact the Department of Financial Institutions, located at 4822 Madison Yards Way, Madison, Wisconsin 53705.

The cost of the state fee is $20.

Turnaround time does not exceed five business days, but you can expedite your order for an additional $25.

Keep in mind that companies that miss the deadline for filing their annual report may have additional expenses. In this case, the Articles of Dissolution will require you to pay arrears that have accrued.

Dissolution for Foreign LLCs in Wisconsin

Usually, the conditions of doing business for domestic entities and foreign LLC in the state of Wisconsin are the same. However, some procedures include differences for foreign companies. Their liquidation is more like a withdrawal rather than a dissolution, which explains the peculiarities of the process.

For instance, to dissolve a foreign LLC, you will need to file the Foreign Limited Liability Company Withdrawal Application, but not the Articles of Dissolution. 

There are many points that are similar to those provided for the Articles of Dissolution, but they have their own specifics. They include such important things as:

  • LLC’s official business name;
  • The name of the state in which your business is based;
  • Mailing address principal office;
  • Execution date;
  • Your name;
  • Title;
  • Signature.

To start the dissolution process for foreign LLC, you must file the completed form with the Department of Financial Institutions in one of the following ways:

Online

If you don’t like to waste your time, you can file documents online. This is a simple and reliable option that will accelerate the dissolution process.

Mail

After you download the form on your computer, fill out and print it. Enclose the check for the $40 fee, made payable to the Department, and mail it to the address:

Department of Financial Institutions
Division of Corporate and Consumer Services
Corporate Section
P. O. Box 7846
Madison, WI 53707

In-person

A convenient option if you can visit the Department of Financial Institutions personally. It is located at 4822 Madison Yards Way, Madison, Wisconsin 53705.

The state fee is $40.

The normal turnaround time is five business days, but maybe longer during heavy workloads. 

Expedited processing will cost you $25.

Involuntary Dissolutions in Wisconsin

The dissolution process can be initiated either voluntarily or involuntarily. Of course, it is undesirable to go to the point of involuntarily dissolved. However, if it happens, you should do it properly.

As a rule, the state involuntarily dissolve LLC only in extreme cases. For example, due to repeated violations in operating your business or significant mistakes made at the stage of company formation.

One of the most common reasons to involuntarily dissolve your LLC is when you fail to file an annual report on time. 

An LLC must submit an annual report every year. If you fail to do this, the Wisconsin government will send the Notice of Administrative Dissolution as a warning. Within 60 days of receiving it, you must file your missing annual report(s) with the Department of Financial Institutions. You will have to pay a $40 fee for each of them.

If you miss the 60-day deadline, you can request the necessary forms to get your LLC reinstated by calling DFI’s office at 608-261-7577 or by contacting them personally. The cost of this service is $100.

In Conclusion

Like every business, operating an LLC in Wisconsin does not always go perfectly. However, you can minimize surprises in the process of dissolving and withdrawing your LLC in Wisconsin by following the law.

Closing a company is usually not difficult. However, it is wise to take great care to complete it in accordance with all state requirements. This will allow you to avoid potential legal complications and financial penalties and move confidently toward your new goal. 

In case you have some questions about operating an LLC in Wisconsin, we’ve also prepared the following helpful information:

Senior Business Tax Writer, etc
Jean Wilson Murray
https://bestllcservices.co/
(323) 789-5289
Senior Business Tax Writer, etc
Jean Wilson Murray

In this IncFile vs ZenBusiness review, we're going to compare two of the most popular LLC formation services based on pricing, features, and drawing out differences and similarities to let you see which is most suitable for you and your business.

You can learn more about @Mike here.

Leave a Reply

Your email address will not be published. Required fields are marked *