How to Dissolve an LLC in Wisconsin: Form 510 and Fees

How to dissolve an LLC in Wisconsin, in order

In Wisconsin, business entity filings go to the Department of Financial Institutions (DFI), not a Secretary of State. DFI is clear on one point owners often get wrong: dissolution cannot be done on the annual report. A separate dissolution filing is required, and for an LLC that is Form 510. The common steps for any state are in how to dissolve an LLC.

• Members approve the dissolution under the operating agreement and Chapter 183.
• Wind up: settle debts, finish or assign contracts, distribute what remains.
• Pay any back annual report fees DFI shows as due; a delinquent LLC pays them with the dissolution.
• File Form 510 online with DFI.
• File final returns and close each account with the Wisconsin Department of Revenue.
• Keep the records and export company data before cancelling software.

Source: Wisconsin DFI: dissolve a domestic entity or withdraw a foreign registration

Filing Form 510 with the Department of Financial Institutions

Form 510 is the Statement of Dissolution or Termination for a limited liability company, filed under Chapter 183 and available online. DFI's own dissolution page refers to the same filing as articles of dissolution, so both names point to Form 510.

The DFI fee table lists dissolution at $35 for an LLC and $20 when filed online. If the LLC is delinquent, DFI requires any and all back fees due at the time of dissolution on top of the filing fee. Expedited processing by the next business day is available for an extra $100.

A filed dissolution is not quite final. The fee table lists a $10 rescission or revocation of dissolution for both corporations and LLCs, so a Wisconsin company that dissolves and then finds a reason to continue has a way back. Termination of the business itself, meaning the debts paid and assets distributed, is what makes the decision stick in practice. Before filing, make sure the members agree on who will handle any claim that arrives after the LLC is dissolved and where the remaining records will live.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Wisconsin DFI: business entity fees

Closing Wisconsin Department of Revenue accounts

The Department of Revenue has a single closing checklist, and it starts with a rule: the business must file a return for every period it was active. Then work through each tax type.

• Withholding: file the final WT-6 deposits through the end date, then the WT-7 annual reconciliation with W-2s and any 1099s showing Wisconsin withholding, within 30 days of closing. Close the withholding account.
• Sales and use tax: file the final return within 30 days of the closure date and close the account in My Tax Account, by email or by phone.
• Income or franchise tax: file the final return marked as final (unless the activity is reported on Schedule C), report gain or loss on selling or liquidating assets, and give partners or shareholders their final Schedule 3K-1 or 5K-1.
• Other accounts, such as excise or local exposition tax: file final returns and close each one.

Source: Wisconsin Department of Revenue: closing a business

Administrative dissolution in Wisconsin, and why it is not enough

DFI handles non-filers in an unusual way. An entity that has not filed an annual report after a few years, and cannot be reached by mail, appears on a Notice of Administrative Dissolution list. If it is no longer operating, DFI says it does not need to do anything: the office dissolves it at no cost, and a Certificate of Administrative Dissolution follows 60 days after the notice is published.

That route is cheap, but it is not a voluntary dissolution. The owners never file a record of winding up, and tax accounts stay open. DFI also warns that filing a final return with the Department of Revenue or the IRS does not dissolve the entity. An administratively dissolved entity that wants to come back emails DFI for reinstatement forms.

Compare the costs. A domestic LLC's annual report is $25 online, and Form 510 is $20 online, so an LLC that is current pays very little to close properly. Waiting for administrative dissolution saves those few dollars but leaves the Department of Revenue expecting returns, and leaves the members without a filed record showing the company was wound up on purpose.

Source: Wisconsin DFI: administrative dissolutions

Dissolving a Wisconsin corporation

A business corporation files Form 10, Articles of Dissolution, under Chapter 180. The fee matches the LLC filing: $35 on paper, $20 online, plus back fees if the corporation is delinquent. Nonstock corporations use Form 110. Close the Department of Revenue accounts as above and file the final franchise or income tax return. Federally, the corporation files IRS Form 966 after adopting its plan to dissolve; how to dissolve a corporation walks through it.

Source: Wisconsin DFI: dissolve a domestic entity or withdraw a foreign registration

Withdrawing a foreign LLC from Wisconsin

An LLC formed in another state that is no longer doing business in Wisconsin files Form 524, the Statement of Withdrawal of Foreign Registration, online. The DFI fee table lists withdrawal, cancellation or termination for a foreign LLC at $40. Foreign corporations use Form 24.

Source: Wisconsin DFI: business entity fees

Wisconsin records to keep after dissolution

Keep the filed Form 510, the Department of Revenue closing confirmations and every final return. Federally, most income tax records stay open for 3 years after filing, and employment tax records need at least 4 years.

Download data before subscriptions lapse: bookkeeping, payroll, CRM, help desk, shared drives. See export company records before closing for formats and business records after closing for storage and custody.

Source: IRS: How long should I keep records?

Find out what the records are worth first

Wisconsin manufacturers, distributors and service firms often hold years of maintenance logs, quality reports, order histories and support tickets. AI developers license operational records like these, de-identified and under written terms. Whether a given archive is worth licensing depends on volume, ownership and privacy, which can only be judged while it still exists. selling company data after closing covers the process.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.