Nonprofit Corporation Voluntary Dissolution Filing Requirements in Wyoming

At a glance

Requirements one by one

The Wyoming Nonprofit Corporation Act identifies itself in § 17-19-101.

Approval and voting

A corporation without members has the majority-incorporator or majority-director route in § 17-19-1401; that provision ties the route to having no members, not to a period before operations. Under § 17-19-1402, the ordinary route includes board approval, the member vote if members exist, and written approval from a third person when the articles require it. The member threshold is the lower of two-thirds of votes cast or a majority of voting power, subject to the statute’s greater-vote and class qualifications. The default quorum is 10% of votes entitled to be cast under § 17-19-722. Section 17-19-704 permits a meeting-free vote by 90% of voting members after notice to all voting members, if governing documents allow; § 17-19-708 provides a written-ballot route with quorum-equivalent participation. For the board, §§ 17-19-821 and 17-19-824 provide the default meeting vote and unanimous written-consent mechanics.

Notice, plan, and public-benefit assets

The plan must say who receives assets after creditors are paid (§§ 17-19-1401–1402). Meeting or member-solicitation materials must carry the plan or a summary. Section 17-19-705 supplies the member-meeting notice rule; its fair-and-reasonable safe harbor gives 10 to 60 days’ notice and describes dissolution at an annual or regular meeting. In a corporation without members, § 17-19-822(c) ordinarily requires seven days’ written notice to each director of the vote, subject to waiver. A public benefit or religious corporation must give the Secretary of State notice of intended dissolution with the plan or summary; the Secretary then notifies the Attorney General. Section 17-19-1403 delays asset transfers until 20 days after that notice unless the Attorney General earlier consents or says no action will be taken. For a public benefit corporation, it also requires a recipient list after all or substantially all assets are transferred.

Articles, fee, and effective time

Under § 17-19-1404, the articles report the corporation’s name, approval date and vote sufficiency; if member approval was required they give separate-class membership and voting figures. They also report required outside approval and, for public benefit or religious corporations, the § 17-19-1403 notice. Section 17-19-120 requires a manual signature by an authorized officer, an incorporator before directors are selected, or a court-appointed fiduciary, and an exact or conformed copy. Section 17-19-122 authorizes the Secretary of State to set fees for filings it does not list; its July 1, 2026 fee schedule lists $25 for nonprofit dissolution. Under §§ 17-19-123 and 17-19-1404, dissolution begins when the articles become effective; a delayed date may be no later than 90 days after filing.

Revocation and winding up

Section 17-19-1405 allows revocation within 120 days, ordinarily using the same authorization route. Articles of revocation and a copy of the dissolution articles go to the Secretary of State; effective revocation relates back. Section 17-19-1406 keeps the corporation in existence for winding up and proceedings. It requires conditional assets to follow the condition and, absent a provision in the articles or bylaws, directs public benefit or religious assets to its specified qualified recipients, subject to contractual and legal requirements.

What trips people up

The Secretary of State notice for a public benefit or religious corporation is due at or before delivery of the articles (§ 17-19-1403). That same provision separately times any transfer of assets; filing articles does not itself start an unrestricted distribution period. For a public benefit corporation, the later recipient-list filing comes after all or substantially all assets have been conveyed.

Common questions

Does dissolution end the corporation immediately? No. Section 17-19-1406 continues its existence for winding-up activities and allows proceedings in its name.

Can directors reverse a member-approved dissolution on their own? Only if the original authorization permitted board-only revocation; otherwise § 17-19-1405 requires the same authorization manner.

Is the no-member route limited to a corporation that never operated? Section 17-19-1401 states the eligibility condition as having no members and still requires the plan and meeting notice it specifies.

Statutes and sources

• Wyo. Stat. § 17-19-101 — “This act shall be known and may be cited as the "Wyoming Nonprofit Corporation Act."” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-1401 — “(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution. (b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation. (c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-1402 — “persons. (a) Unless this act, the articles, bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved: (i) By the board; (ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws. (b) If the corporation does not have members, dissolution shall be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-1403 — “(a) A public benefit or religious corporation shall give the secretary of state written notice that it intends to dissolve at or before the time it delivers articles of dissolution to him. The notice shall include a copy or summary of the plan of dissolution. The secretary of state shall then give notice of the plan to the attorney general. (b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty (20) days after it has given the written notice required by subsection (a) of this section to the secretary of state or until the attorney general has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier. (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the secretary of state (who shall then provide notice to the attorney general) a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-1404 — “(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth: (i) The name of the corporation; (ii) The date dissolution was authorized; (iii) A statement that dissolution was approved by a sufficient vote of the board; (iv) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (v) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. (vi) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1402(a)(iii), a statement that the approval was obtained; and (vii) If the corporation is a public benefit or religious corporation, that the notice to the secretary of state required by W.S. 17-19-1403(a) has been given. (b) A corporation is dissolved upon the effective date of its articles of dissolution.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-1405 — “(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (i) The name of the corporation; (ii) The effective date of the dissolution that was revoked; (iii) The date that the revocation of dissolution was authorized; (iv) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (v) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (vi) If member or third person action was required to revoke the dissolution, the information required by W.S. 17-19-1404(a)(v) and (vi). (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-1406 — “(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (i) Preserving and protecting its assets and minimizing its liabilities; (ii) Discharging or making provision for discharging its liabilities and obligations; (iii) Disposing of its properties that will not be distributed in kind; (iv) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (v) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (vi) If the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (A) To one (1) or more persons described in section 501(c)(iii) of the Internal Revenue Code; or (B) If the dissolved corporation is not described in section 501(c)(iii) of the Internal Revenue Code, to one (1) or more public benefit or religious corporations. (vii) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and (viii) Doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (i) Transfer title to the corporation's property; (ii) Subject its directors or officers to standards of conduct different from those prescribed in article 8 of this act; (iii) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (iv) Prevent commencement of a proceeding by or against the corporation in its corporate name; (v) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (vi) Terminate the authority of the registered agent.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-120 — “(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. (b) This act shall require or permit filing the document in the office of the secretary of state. (c) The document shall contain the information required by this act. It may contain other information as well. (d) The document shall be typewritten or printed. (e) The document shall be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by an English translation acceptable to the secretary of state. (f) The document shall be executed: (i) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (ii) If directors have not been selected or the corporation has not been formed, by an incorporator; or (iii) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it manually and shall state beneath or opposite the signature his name and the capacity in which he signs. The document may, but need not, contain: (i) The corporate seal; (ii) An attestation by the secretary or an assistant secretary; or (iii) An acknowledgment, verification or proof. (h) If the secretary of state has prescribed a mandatory form for a document under W.S. 17-19-121, the document shall be in or on the prescribed form. (j) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by: (i) One (1) exact or conformed copy (except as provided in W.S. 17-28-103); (ii) The correct filing fee; and (iii) Any past due or currently due franchise tax, license fee, other fee or penalty required by this act or other law.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-122 — “(a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee (i) Articles of Incorporation......$50.00 (ii) Repealed By Laws 2014, Ch. 65, § 2. (iii) Repealed By Laws 2014, Ch. 65, § 2. (iv) Amendment of articles of incorporation.................................$25.00 (v) Application for certificate of authority ..............................................$50.00 (vi) Application for certificate of existence or authorization.................................$20.00 (vii) Application for conversion..........$75.00 (b) The secretary of state shall collect a fee of five dollars ($5.00) upon being served with process under this act. (c) The secretary of state shall set and collect comparable filing, service and copying fees for those documents not listed in subsection (a) of this section.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-123 — “(a) Except as provided in subsection (b) of this section, a document is effective: (i) At the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (ii) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-704 — “(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be taken at a members' meeting may be taken without a meeting if notice of the proposed action is given to all voting members and the action is approved by ninety percent (90%) of the members entitled to vote on the action. The action shall be evidenced by one (1) or more written consents describing the action approved, signed either manually or in facsimile, by the requisite number of members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under W.S. 17-19-703 or 17-19-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-705 — “(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (c)(ii) of this section shall be given as provided in subsection (c) of this section. (c) Notice is fair and reasonable if: (i) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten (10) nor more than sixty (60) days before the meeting date; (ii) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under W.S. 17-19-831, 17-19-856, 17-19-1003, 17-19-1021, 17-19-1104, 17-19-1202, 17-19-1401 or 17-19-1402; and (iii) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17-19-707, however, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date. (e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (i) Requested in writing to do so by a person entitled to call a special meeting; and (ii) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-708 — “(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (b) A written ballot shall: (i) Set forth each proposed action; and (ii) Provide an opportunity to vote for or against each proposed action. (c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by written ballot shall: (i) Indicate the number of responses needed to meet the quorum requirements; (ii) State the percentage of approvals necessary to approve each matter other than election of directors; and (iii) Specify the time by which a ballot shall be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written ballot shall not be revoked. B. Voting” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-722 — “(a) Unless this act, the articles or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (c) A bylaw amendment to increase the quorum required for any member action shall be approved by the members. (d) Unless one-third (1/3) or more of the voting power is present in person or by proxy, the only matters that can be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-821 — “(a) Unless the articles or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-822 — “(a) Unless the articles, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws or subsection (c) of this section provide otherwise, special meetings of the board shall be preceded by at least two (2) days notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to W.S. 17-19-823. (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.” Official source; accessed 2026-09-30.
• Wyo. Stat. § 17-19-824 — “(a) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this act, the articles or bylaws require the vote of a greater number of directors.” Official source; accessed 2026-09-30.
• Wyoming Secretary of State Business Division Filing Fee Schedule (effective July 1, 2026) — “Nonprofit Corporations and Cooperative Marketing Associations: Articles of Incorporation/Continuance/Domestication .........................................$50.00 Certificate of Authority ..........................................................................................$50.00 Reinstatement for Tax ........................................................................................$25.00 Reinstatement for No Registered Agent ............................................................$150.00 Amendment/Dissolution/Any Other Filing ............................................................$25.00 Annual Report Fee*..............................................................................................$25.00” Official source; accessed 2026-09-30.