To file articles of dissolution in Wisconsin, you submit Form 10 (for a corporation) or Form 510 (for an LLC) to the Department of Financial Institutions, paying $20 online or $35 on paper. The filing itself is straightforward. What trips people up is everything that has to happen around it: internal approval before you file, creditor notice and final tax returns after, and a separate closeout with the Wisconsin Department of Revenue.
Get Authorization Before You File
The DFI will not accept a dissolution the owners haven’t properly approved, and the rules depend on your entity type.
A corporation’s board of directors must propose dissolution, and shareholders then vote. It passes with a majority of all votes entitled to be cast, unless the articles of incorporation or bylaws set a higher threshold.1Wisconsin State Legislature. Wisconsin Statutes 180.1402 – Dissolution by Board of Directors and Shareholders If no shares have been issued yet, the incorporators or the board can act alone.
An LLC needs the written consent of all members, unless the operating agreement says otherwise.2Wisconsin State Legislature. Wisconsin Statutes 183.0901 – Dissolution A single-member LLC can dissolve on the sole member’s decision. The operating agreement may also list events (a fixed end date, departure of a key member) that trigger dissolution automatically.
The business must also be in good standing with the DFI before it can dissolve. All annual reports have to be filed, and any outstanding fees have to be paid. If the entity was already administratively dissolved by the state, you have to reinstate it first.3Wisconsin Department of Financial Institutions. DFI Dissolve a Domestic Entity or Withdraw a Foreign Registration Any back fees get paid at the time of dissolution on top of the filing fee.
The Right Form and What Goes In It
Corporations use Form 10 (Articles of Dissolution — Business Corporation). LLCs use Form 510 (Articles of Dissolution — Limited Liability Company). Both are available on the DFI’s filing portal as online forms or as PDFs you can print.3Wisconsin Department of Financial Institutions. DFI Dissolve a Domestic Entity or Withdraw a Foreign Registration
A corporation’s articles of dissolution must include the corporate name, the date dissolution was authorized, and a statement that it was authorized in accordance with the statute. A corporation that wants to keep exclusive use of its name for fewer than 120 days after dissolution can specify a shorter period.4Wisconsin State Legislature. Wisconsin Statutes 180.1403 – Articles of Dissolution
An LLC’s articles of dissolution must list the company name, the date the articles of organization were originally filed, the statutory grounds for dissolution, and any delayed effective date.5Wisconsin State Legislature. Wisconsin Statutes 183.0906 – Articles of Dissolution
A corporation’s filing must be signed by an officer or director. An LLC’s must be signed by a member or authorized manager. Wisconsin does not require notarization. The entity name on the form has to match the DFI’s records exactly, or the filing will come back rejected.
If your business is also qualified to do business in other states, dissolving in Wisconsin does not withdraw you from those states. You have to file separate withdrawal paperwork in each one.
Submitting the Filing
You can file online, by mail, or in person in Madison. The fee depends on how you submit, not on whether you’re a corporation or an LLC:
- Online: $20
- Paper (mail or in person): $35
- Expedited review by the close of the next business day: add $25
Those amounts come from the DFI’s published fee schedule.6Wisconsin Department of Financial Institutions. DFI Corporation Fees Foreign entity withdrawals cost $40. Online filing saves $15 and is usually the fastest option.
Paper filings go to the DFI’s Milwaukee mailing address with a check or money order payable to “Department of Financial Institutions.” Express or priority mail should go to 4822 Madison Yards Way, 4th Floor, North Tower, Madison, WI 53705.7Wisconsin Department of Financial Institutions. Articles of Dissolution Nonstock Corporation – Instructions Certified mail gives you proof of delivery. Online submissions accept credit cards.
Notify Creditors After Dissolution Takes Effect
Filing with the DFI closes the entity on the public record, but it doesn’t extinguish debts. Wisconsin law gives you two tools to cut off creditor claims, and using them properly is what shields owners from being chased later.
Known Creditors
After dissolution takes effect, send written notice to every creditor you know about. The notice has to describe what information a claim must include, give a mailing address for claims, set a deadline of at least 120 days, and state that late claims are barred.8Wisconsin State Legislature. Wisconsin Statutes 180.1406 – Known Claims Against Dissolved Corporation If a creditor misses the deadline, the claim is barred. If you reject a claim and the creditor doesn’t sue within 90 days of the rejection, that claim is barred too.
Unknown or Future Claims
For creditors you don’t know about, and for contingent claims or claims based on events after the dissolution date, publish a notice in a newspaper of general circulation in the county where your principal office sits. The notice must state that claims are barred unless a legal proceeding is filed within two years of publication.9Wisconsin State Legislature. Wisconsin Statutes 180.1407 – Claims Against Dissolved Corporation Generally For most businesses, the cost of publication is small compared to the protection it buys.
Distribute What’s Left
Once debts are paid or reserved for, remaining assets go to the owners. Corporate distributions follow the priority rules in the articles of incorporation and any class rights attached to different share classes. LLC distributions follow the operating agreement; if the agreement is silent, members share equally.
Equipment, real estate, and intellectual property either get sold with the proceeds distributed, or get transferred to specific owners under a written agreement. Document the transfers. Assets that should have gone to a creditor, claimant, or shareholder but can’t be delivered have to be converted to cash and turned over to the Wisconsin Secretary of Revenue under the state’s unclaimed property laws.10Wisconsin State Legislature. Wisconsin Statutes 180.1440 – Delivery to Secretary of Revenue
Federal Tax Steps
IRS Form 966
A corporation that adopts a dissolution resolution or plan must file IRS Form 966 within 30 days, with a certified copy of the resolution attached. If the plan is amended later, file another Form 966 within 30 days of the amendment.11Internal Revenue Service. IRS Form 966 – Corporate Dissolution or Liquidation Exempt organizations and qualified S corporation subsidiaries don’t file it. LLCs taxed as partnerships or disregarded entities don’t file it either, but LLCs that elected corporate taxation do.
Final Returns and Payroll
File a final federal income tax return for the year of dissolution and check the “final return” box. If the business had employees, make final payroll tax deposits and issue W-2s. The IRS expects every outstanding return filed and every balance paid before considering the account settled.
Deactivate the EIN
The IRS does not cancel EINs. An EIN permanently belongs to the entity it was issued to. You can deactivate it by mailing a letter with the EIN, the entity’s legal name and address, the original EIN assignment notice if you still have it, and the reason for deactivating. Send it to the IRS at Kansas City, MO 64108 (MS 6055) or Ogden, UT 84201 (MS 6273).12Internal Revenue Service. If You No Longer Need Your EIN
Close Your Wisconsin Department of Revenue Accounts
The DFI filing does not notify the Department of Revenue. You have to close those accounts separately, and several carry 30-day deadlines:13Wisconsin Department of Revenue. Closing a Business
- Withholding tax: file final deposits through the end date on Form WT-6, then file the annual reconciliation on Form WT-7 with W-2s and any 1099s with Wisconsin withholding within 30 days of closure.
- Sales and use tax: file the final return within 30 days of closure.
- Income or franchise tax: file a final return for the period the business was active.
- Other tax types: file final returns for any other registered accounts, such as excise, premier resort area, or local exposition tax.
Every Wisconsin corporation, whether organized here or licensed to do business here, must file a franchise or income tax return regardless of whether it actually conducted business during the final period.14Wisconsin Department of Revenue. DOR General Information Stopping mid-year doesn’t let you skip the return. The DOR will keep sending notices until your accounts are formally closed.
Cancel any state licenses, seller’s permits, and registrations the business held. If you had employees, notify the Department of Workforce Development to close your unemployment insurance account.
If You Change Your Mind
Both corporations and LLCs can revoke a voluntary dissolution within 120 days of its effective date. The revocation must be authorized the same way the dissolution was. For a corporation, that usually means the board and shareholders act again, though the board can act alone if the original dissolution was authorized by incorporators before shares were issued, or if the dissolution authorization permits it. The corporation files articles of revocation along with a copy of the original articles of dissolution.15Wisconsin State Legislature. Wisconsin Statutes 180.1404 – Revocation of Dissolution LLCs follow the same 120-day window and the same mirror-authorization rule.16Wisconsin State Legislature. Wisconsin Statutes 183.0906 – Revocation of Dissolution The DFI’s Form 55 handles revocation for either entity type.17Wisconsin Department of Financial Institutions. Form 55 – Revocation or Rescission of Voluntary Dissolution
Once effective, the revocation relates back to the dissolution date, and the entity is treated as if dissolution never happened. The practical cleanup is messier. Closed bank accounts, terminated contracts, and departed employees do not snap back. If more than 120 days have passed and your business name has been taken by someone else, forming a new entity may be simpler than trying to restart the old one.
Keep Your Records
Closing the business doesn’t let you shred the files. The IRS recommends keeping records at least three years after the final return. That extends to six years if you failed to report income exceeding 25% of gross income, and seven years if the return included a claim for bad debt or worthless securities. If no return was filed or the return was fraudulent, there is no time limit. Employment tax records should be kept at least four years after the tax was due or paid, whichever is later.18Internal Revenue Service.