Have you made the business to close down the Wisconsin limited liability company? Both business companies in Wisconsin are required by law to go through a structured dissolution process.
Dissolving a business is a formal way of formally ending a company. Although filing the dissolution paperwork with the state of Wisconsin is a crucial phase in the process, it isn’t the only one. You can then liquidate the company’s properties, cover all liabilities, and give legal notices to anyone who has a business in it.
Bear in mind that if you don’t follow these procedures, you and your LLC may be found personally responsible for any unpaid debts or liabilities.
Before dissolving an LLC in Wisconsin:
- Arrange a meeting with all LLC members;
- Record your resolution of the WI LLC dissolution;
- Prepare all the necessary annual reports to submit to the Wisconsin Department of Financial Institutions;
- Pay off the debts of the company;
- Deal with all administrative fees and taxes owed by your LLC;
Prior to dissolving the LLC, you can review the operating arrangement (whether you have one) to see whether there are any other conditions. There could be a clause of your operating agreement that covers the process of dissolving the LLC that was already drafted. You’ll just need to obey the procedures for voting and give all participants prior warning of the LLC’s dissolution.
Regardless of whether the articles of incorporation or operating arrangement include requirements for dissolution, the state of Wisconsin, specifically the Wisconsin LLC Act, requires participants to dissolve an LLC by having written approval of all LLC members.
How to submit a Form 510?
In person, by mail, or by industrial courier, all Wisconsin LLCs shall send Form 510 – Articles of Dissolution to the Department of Financial Institutions – appeal to the Division of Corporate and Consumer Services. The name of the LLC, the filing date of the articles of incorporation, the cause for termination, and the effective date must all be mentioned in the articles of dissolution (if applicable). If you want to apply your articles of dissolution with a postponed dissolution date, keep in mind that you will only postpone the dissolution by up to 90 days.
After completing this form, send it to the above-mentioned organization at P.O. Box 7846, Madison, WI 53707, along with one copy and the $20 processing fee. It should take about 5 days to process. If you want your dissolution letter to be expedited, send it to 345 W. Washington Avenue, 3rd Floor, Madison, WI 53703 along with a $25 expedited request fee. It should take one corporate day to process your application for expedited services.
Keep in mind that you cannot dissolve the LLC if it is not in good standing. Often keep in mind that the LLC’s identity will be used by any company directly after you dissolve it. In certain states, a business must be discontinued after a certain amount of years until any organization can use the same term.
What to file when dissolving a WI LLC?
Prior to terminating a Wisconsin LLC and closing the company, you must take the requisite steps to alert creditors. You’ll have to make plans to pay off all of your LLC’s taxes, mortgages, and commitments.
Articles of dissolution must be mailed or sent in person to the Wisconsin Department of Financial Institutes, the Department of Corporate and Customer Services. These forms, as well as guidelines, are accessible online. There is a processing fee, and most applications are submitted in 5 business days. For an extra fee, expedited service is possible. The official agreement of dissolution is the name given to this stage. You are officially terminating the LLC’s existence as a business organization licensed explicitly with the state by submitting dissolution papers.
Prior to dissolving your LLC in Wisconsin, you do not need to obtain tax approval. Wisconsin, on the other hand, demands that you inform the Department of Revenue that your LLC is no longer in business.
How to process an administrative dissolution?
If you don’t follow city and state rules, the LLC may be legislatively dissolved. For instance, if you refuse to pay the prescribed fees or have required annual statements, your LLC will be dissolved unintentionally. If this is the case, the Department of Financial Institutions will give you a letter notifying you of the situation, allowing you 60 days to get your filings and fees up to date. However, if you refuse to do so, the business will be disbanded. Your business name will be used for any company until it has been terminated.
As a result, you forfeit immediate use of your business name. You should still call the Wisconsin Department of Financial Institutions at (608) 261-7577 if you have any concerns about your entity’s standing.
You would incur unpaid annual audit fees as well as a $100 filing fee if you wish to try to reinstate the overdue LLC that was administratively terminated.
How should you dissolve a domestic LLC in Wisconsin?
If the limited liability company is based in Wisconsin, the dissolution process begins with the submission of an Articles of Dissolution form. The following information is required to complete this form:
- Your LLC name;
- The filed date of your Articles of Organization;
- The legal cause for the LLC dissolving;
- The date when you need the dissolution to happen (unless it is various from the date of submitting this form);
- The printed name and signature of your LLC officer;
- The business phone number and mailing address of you as an applicant;
If you’ve completed this form, send it along with a $20 check payable to “Department of Financial Institutions” to the following address:
Wisconsin Department of Financial Institutions
Corporations Bureau
PO Box 7846
Madison, WI 53707-7846
If required, Wisconsin also provides expediting services for these documents. There is a $25 fee for doing it.
The Corporations Bureau of the Wisconsin Department of Financial Institutions usually requires five business days to process your dissolution papers.
Other things to consider when dissolving a WI LLC
To begin, it’s necessary to realize that once your termination is filed, every Wisconsin business party will assert your business name. This is only one of the many explanations why you can terminate your Wisconsin LLC just when you’re confident you’re finished with business in the state.
Bear in mind that the LLC may be administratively terminated by the state of Wisconsin under some circumstances. Your LLC will forfeit its good faith with the state if you refuse to submit the annual report on time. If you haven’t finished the form after a year, the Department of Financial Institutions will give you a note that your report is late. After getting the receipt, you have 60 days to register and pay. If you don’t, your business would be administratively terminated by the Department of Financial Institutions.
Wisconsin allows dissolved LLCs to reorganize (although the process can become a hassle). You’ll need to request a Withdrawal of Mutual Dissolution to do that. The filing fee on an LLC that has been dissolved on purpose is just $10. If your LLC was administratively disbanded, you’ll need to fix whatever prompted the dissolution. There is a $100 fee as well as a $40 fee on each overdue report.
These moves may be just the tip of the iceberg for restitution, depending on the essence of your business, but don’t dissolve your business because you have no plans to do business in Wisconsin again.
After dissolving a WI LLC:
- The remaining assets should be distributed among LLC members;
- All credit cards and business bank account have to be closed;
- All permits and local business licenses have to be canceled as well;
- You need to file Form 966 with the IRS;
- Then you need to cancel the IRS account. It has to be associated with your EIN (a.k.a. Employer Identification Number);
FAQ
How long does it take to dissolve an LLC in Wisconsin?
The length of time it requires to terminate a Wisconsin LLC depends based on how long it takes to accomplish the activities taken in each situation – attending meetings, closing accounts, transferring money, and so on.
The Wisconsin Department of Financial Institutions typically requires 3-5 corporate days to process the Articles of Dissolution after the initial activities are done.
How to dissolve a foreign LLC tied to a Wisconsin domestic LLC?
If the domestic Wisconsin LLC is linked to foreign LLCs in other jurisdictions, any of those foreign LLCs should be dissolved before the Wisconsin LLC can be legally terminated.
How long before another person can use your LLC title after dissolving it in Wisconsin?
When the Wisconsin Department of Financial Institutions dissolves a Wisconsin Limited Liability Company, the identity becomes open for all to use. Once a Wisconsin LLC has been disbanded by the Wisconsin Department of Financial Services, there are no company name rights.
Should you publish a notice of dissolution in WI?
The posting of a Notice of Dissolution of a Wisconsin LLC is not required by the state of Wisconsin. Although publishing of a Notice of Dissolution of a Wisconsin LLC is not required by the Wisconsin Department of Financial Institutions, it is a reasonable way to warn someone who may have a lawsuit against the Wisconsin LLC. Evidence of publishing could be valuable in the future if a lawsuit is made against the Wisconsin Limited Liability Company after it has been terminated.