Are you ready to stop doing business with your Wisconsin corporation, but you’re not sure how the official dissolution process works?
The state of Wisconsin requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a Wisconsin corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- Fill out and file the Articles of Dissolution with the Wisconsin Department of Financial Institutions.
- Fulfill all tax obligations with the state of Wisconsin, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a Wisconsin Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
In the state of Wisconsin, you’ll need to fill out and file a document known as the Articles of Dissolution Business Corporation. This form requires the following information:
- Name of your corporation
- Circumstances surrounding dissolution: whether the corporation is dissolved by the incorporators, board of directors, or shareholders
- Effective date for dissolution (if different from filing date)
- Date when your corporate name protection will end (cannot exceed 120 days after filing)
- Signature, printed name, and office of individual authorizing the form
- Name of individual who drafted the form
- Return address and daytime phone of individual to contact with questions about the filing
Once you’ve finished filling out your Articles of Dissolution, you’ll need to write a check for $20 to the “Wisconsin Department of Financial Institutions.” Then, mail one copy of the articles along with your check to the following address:
State of WI- Dept. of Financial Institutions
Box 93348
Milwaukee WI, 53293-0348
If you’d rather file this form online, you can do so here. You’ll need a credit or debit card to pay electronically, however. Foreign corporations will need to use this form instead. It must be filed online.
Under typical circumstances, you can expect the state of Wisconsin to process your dissolution filing within five business days of receiving it.
How to Dissolve a Wisconsin Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
Thankfully, the process for dissolving a corporation by the incorporators is almost exactly the same. You even use the same form. The only difference is that you’ll check the box for “dissolution by incorporator” instead of one of the other options.
Just like with the process for dissolution by incorporators, you’ll also need to write a check to the “Wisconsin Department of Financial Institutions” for $20. Both the articles and the check go to the same address, too:
State of WI- Dept. of Financial Institutions
Box 93348
Milwaukee WI, 53293-0348
You can also file online here. Unless you pay an expedited filing fee ($25), you can expect the process to take approximately five business days.
What Else Do I Need to Know About Dissolving a Corporation in Wisconsin?
In some states, your business becomes available for use by other entities the moment your dissolution is complete. However, in Wisconsin, you can protect your business name for up to 120 days after the dissolution. You’d need to indicate this choice on the form listed above. After 120 days, your name is available for others to use.
There’s also the issue of administrative dissolutions to discuss. This is when the state dissolves your corporation without you requesting that they do so. In Wisconsin, there are several reasons this can occur. For example, if you fail to file your annual report within a year of its due date, the state could dissolve your corporation. The same goes for delinquent fees or problems with your registered agent.
That said, if you dissolve your corporation and decide to go back into business, you can reinstate your corporation. First, you’ll need to pay any delinquent fees and file missing forms. Then you can file a Revocation of Voluntary Dissolution. Reinstating an administratively dissolved corporation can be much more complicated, however.
All told, the administrative dissolution and reinstatement process can be a burden for a corporation, and it’s best to avoid this situation altogether. Thankfully, you can avoid this hassle by staying up-to-date on your annual reporting requirements.
Conclusion
The process to dissolve a Wisconsin corporation that has not distributed shares or transacted business is similar to the process to dissolve a corporation that has.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a Wisconsin corporation!