How to Dissolve a Wyoming or Delaware LLC Legally

An LLC you stop using doesn't quietly disappear — Wyoming and Delaware both continue assessing annual fees and franchise taxes on an entity that remains on the books, whether or not it's generating revenue. Left unfiled long enough, unpaid annual fees and penalties accumulate and the state eventually administratively dissolves the entity involuntarily — but by then you may owe several years of accrued fees and penalties that a timely voluntary dissolution would have avoided entirely.

Wyoming's process centers on filing Articles of Dissolution with the Secretary of State, which costs $60 and typically processes within about 15 business days. The filing requires your LLC's name to match Secretary of State records exactly, and a certification that you've completed winding-up under Wyoming's LLC Act (W.S. § 17-29-701) and have authority to dissolve the company. Your entity must be active and in good standing to file — an LLC already administratively dissolved for non-payment needs to be reinstated first before it can be properly dissolved.

Delaware uses different terminology and a different fee: a Certificate of Cancellation, filed with the Division of Corporations for $220. Before Delaware will accept the filing, all state franchise taxes owed through the effective cancellation date must be fully paid — Delaware will not process a cancellation while taxes remain outstanding, which is the single most common delay non-residents run into when closing a Delaware LLC.

Both states expect genuine winding-up to happen before the dissolution filing, not just the paperwork itself:

Simply walking away without filing doesn't stop the clock — the state keeps assessing annual report fees and franchise taxes, which accrue as a real debt against the entity (and in some circumstances against members) until the state administratively dissolves it, often years later. By that point, the accumulated fees and penalties are typically far more than the $60–$220 it would have cost to dissolve properly and promptly.

HynoGo prepares and files your Articles of Dissolution (Wyoming) or Certificate of Cancellation (Delaware), confirms any outstanding franchise tax or annual report balance is cleared first, and coordinates the final IRS informational filing — so your LLC closes cleanly instead of quietly accumulating state penalties in the background.