How to Dissolve a Wyoming Partnership

Dissolving a Partnership in Wyoming

There are two ways to dissolve a Wyoming partnership:

  1. Don’t file your annual report and let the partnership be administratively dissolved by the Wyoming Secretary of State
  2. File the dissolution certificate with the Wyoming Secretary of State.

If allow the Wyoming Secretary of State to administratively dissolve the partnership, there are some downsides:

  • You will be unable to ever do business in Wyoming with that partnership again without paying fines and past due annual reports.
  • If your business is still in existence, it could still be involved in a lawsuit.
  • You have no control over the date of dissolution.

The upside of administrative dissolution is you save on the $50 filing fee, but for many business owners, peace of mind is worth the fee.

Formal Partnership Dissolution

If you file the dissolution certificate with the Wyoming Secretary of State, you will remain in control of the partnership, deciding the exact date of dissolution. You will also not have to worry about unexpected lawsuits and you’ll be making a clean break with the company, adding a formal finality to the business.

How to File Wyoming Partnership Dissolution

LPs (LLLPs use the same form) and LLPs have different forms to file. LPs and LLLPs file a Certificate of Cancellation. LLPs and RLLPs file a Withdrawal of Registration. However, both forms require the same exact information. Follow the steps below to dissolve your Wyoming partnership:

  1. Complete the Dissolution Form

    There are only a few sections to the partnership dissolution form. List the partnership name, date of the filing, the effective date, the reason for dissolution and the general partners must sign (limited partners in an LP or LLLP do not need to sign).

  2. Send the Dissolution Form to the Wyoming Secretary of State

    You must mail the articles to the Wyoming Secretary of State. Include a check or money order for $50. The secretary of state typically completes filings in 3 to 5 days. Mail articles to:

    Wyoming Secretary of State
    2020 Carey Avenue, Suite 700
    Cheyenne, WY 82002-0020

The Winding Up of a Wyoming LLC

After dissolving the partnership, you’ll need to put a close to business affairs and tie up loose ends. This process is called winding up a business. The main purpose of winding up is to discharge the company’s debts, obligations, or other liabilities, settle and close the company’s activities and distribute the assets of the company accordingly.

The Wyoming statutes state that a partnership  can continue after dissolution only for the purposes of winding up. The purposes covered by the statute include:

  • Transfer of property
  • Settling of disputes
  • Prosecute and defend actions and proceedings

If you are winding up your partnership, don’t forget to cancel your Wyoming registered agent service. Many registered agents require anywhere from 30 to 90 days notice prior to cancellation. At Best Wyoming Registered Agent, we ask that you give us at least 60 days notice for cancellation prior to the next billing due date.