The process for dissolving a corporation is governed by state law. In Wyoming, this may be accomplished by a majority vote of the members, or shareholders, or by the incorporators or directors if the company does not have shareholders. Once the decision is made, articles of dissolution need to be filed with the Secretary of State, creditors must be notified and taxes paid. Any remaining assets are then distributed to the shareholders, incorporators or directors.
If a Wyoming corporation is in its initial stages and has no shareholders, it may be dissolved upon a majority vote of the directors or incorporators. If the corporation does have shareholders, it may be dissolved upon a majority vote of all shareholders eligible to vote or two-thirds of the actual votes cast, whichever is less. For example, if there are 10 shareholders, but only six actually vote, four votes are necessary to approve dissolution.
Prior to any dissolution vote, advance notice must be provided to those eligible to vote and any voting guidelines contained in the articles of incorporation or corporate bylaws must be observed. The articles and bylaws of the corporation govern how it is to operate and may provide additional requirements not contained in the law. An example might be a provision in the bylaws requiring a super-majority vote for important decisions, such as dissolution.
Once the decision to dissolve the corporation is voted on and approved, the corporation is officially dissolved by filing articles of dissolution with the Wyoming Secretary of State's office. If dissolved by shareholders, the articles must be signed by either the chairman of the board, president or another officer of the corporation. It must also include a statement indicating how the vote was reached. If the corporate structure was dissolved by the directors or incorporators, the articles must indicate a majority vote, specify that no shares have been issued and be signed by a director or incorporator.
Wyoming requires that creditors of a corporation be notified of its dissolution. For all known creditors, notice is accomplished by mail or personal delivery after the effective date of dissolution. The notice must include information on how the creditor can collect on a claim, provide a mailing address and specify a deadline for collection not less than 120 days from the date of dissolution, noting that all claims made after that date are barred. For unknown creditors, notice is accomplished by publication in a newspaper of general circulation in the county where the corporation's principal office is located. The listing must include a mailing address and specify that a claim will be barred if not brought within five years.
As part of the dissolution process, action must be taken with regard to state and federal taxes. This requires the filing of an annual return indicating that it is the company's final return. The corporation is then responsible for all outstanding tax obligations, including sales, payroll and employment taxes. Once all taxes and creditors have been paid, the company may distribute any remaining assets to the shareholders, directors or incorporators. Wyoming law requires all corporations to execute a plan of dissolution specifying how the remaining assets will be divided. Division of the corporation's assets is usually done in proportion to the shareholder's percentage of ownership or based on contributions made to the organization by a director or incorporator; division guidelines are typically outlined in the articles or bylaws.