Wisconsin: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

Governing law and scope

Wisconsin’s current Uniform Limited Liability Company Law took over on January 1, 2023. Section 183.0110 preserves one legacy exception: a pre-2023 LLC that timely filed a statement of nonapplicability remains under the 2019 chapter for internal law, although current filing and agency rules still apply. This page states the current uniform-law route; a legacy opt-out company must check its older governing provisions before relying on the unanimous-consent rule.

Dissolution event and approval

Under § 183.0701, an operating-agreement event or circumstance may cause dissolution. Without such a trigger, the voluntary statutory route requires the affirmative vote or consent of all members. Dissolution immediately starts the winding-up phase; it is not merely a filing choice.

Pre-filing status and tax clearance

DFI does not require a Department of Revenue clearance certificate with Form 510. It does require a delinquent LLC to pay all back DFI fees when it files closure paperwork. DOR treats final returns and account closures as a separate track: file every return for the periods the business was active, mark the final income or franchise return as final when applicable, and close each registered tax account.

Winding-up authority and powers

Under § 183.0702, the dissolved LLC is limited to winding up. It must discharge debts and other liabilities, settle and close its activities, and marshal and distribute assets. It may preserve operations as a going concern for a reasonable time, prosecute and defend proceedings, and take other necessary winding-up acts.

If no member remains, the last member’s legal representative may act with sole-manager powers. If that representative declines or fails, transferees holding a majority of distribution rights may appoint another person, who must promptly amend the articles to disclose the no-member status and appointment.

Creditor notice and claims

Wisconsin’s claim procedures are optional safe harbors. Under § 183.0704, a known-claim notice must state what the claim must contain, where to send it, and a receipt deadline of at least 120 days. A timely claim that is rejected is barred only if the rejection warns of the deadline and the claimant does not sue within 90 days.

Section 183.0705 permits a separate class 1 newspaper notice. It creates a two-year action deadline for the covered known, unknown, unacted-on, contingent, and post-dissolution claims. After publication, § 183.0706 also permits a circuit-court application to set security for contingent, unknown, and future claims; complying with the court’s order protects liquidation recipients from those claims.

Debts, reserves, and distributions

Under § 183.0707, creditors come first, including members who are creditors. The surplus then pays previously approved member distributions, returns contributions by recorded value or partnership capital account, and finally pays transferable interests according to pre-dissolution distribution rights.

If a claim survives the safe harbors after assets were distributed, § 183.0705 generally permits recovery from a recipient up to the lesser of the recipient’s proportional claim share or the post-dissolution assets received. Court-approved security under § 183.0706 can remove that recipient exposure for the covered contingent, unknown, and future claims.

Termination filing and signer

The statute distinguishes a statement of dissolution during winding up from a statement of termination at the end. DFI combines both choices in Form 510. The filer checks “Dissolved” or “Terminated,” supplies the LLC name, signer and drafter information, and any delayed effective date. An authorized company person signs; if no member remains, the legal representative or properly appointed winding-up person may sign.

DFI’s public closure page directs an LLC to use Online Form 510 to close the entity’s registry record. The statute uses “statement,” even though the agency page sometimes uses the corporate-style phrase “Articles of Dissolution.”

Fee, method, and effective date

DFI’s current fee table charges $20 for online dissolution or termination and $35 for paper Form 510. Next-business-day expedited processing adds $100. Online Form 510 is available through DFI; paper filers may mail the form, and DFI’s general filing guidance also permits emailing a PDF after paying through the online order system.

Under § 183.0207, a filed record takes effect on the date DFI receives it, at a stated time or otherwise at close of business. A delayed effective date and time may be no more than 90 days after receipt.

Survival, revocation, and post-closure

Under § 183.0703, the LLC may rescind a voluntary dissolution until a statement of termination becomes effective. The rescission must use the same decision rule that authorized dissolution. If a filed dissolution statement is not yet effective, file a withdrawal; if it is already effective, file a statement of rescission. DFI currently charges $10 for rescission. The company then resumes as if dissolution had not occurred, subject to protection for third parties who relied on the dissolution.

What trips people up

Form 510 serves two different moments. Checking “Dissolved” records the start of winding up; checking “Terminated” records the end. A termination filing cuts off the statutory rescission route, so it should not be used merely to announce a member vote while liabilities and distributions remain unresolved.

The claim notices are powerful but optional. Sending the 120-day notice does not cover contingent or post-dissolution claims, while publishing alone does not create court-approved reserves. Those are separate procedures with different effects.

Common questions

Can the LLC keep operating after the vote?

Only for winding up. It may preserve the business as a going concern for a reasonable time, complete closing work, collect and marshal assets, litigate, and dispose of property, but it may not resume ordinary operations unless dissolution is validly rescinded.

Does a publication protect members from every future claim?

No. Publication creates a two-year action deadline for covered claims. For stronger protection against reasonably expected contingent, unknown, and future claims, the LLC may seek court-determined security under § 183.0706.

What if the LLC is already delinquent with DFI?

It can still use the closure process, but DFI requires all back fees due to the department in addition to the dissolution or termination filing fee.

Statutes and sources

• Wis. Stat. §§ 183.0701-.0707 and 2021 Wis. Act 258 — unanimous approval, winding up, rescission, creditor safe harbors, court security, and distributions; accessed July 28, 2026.
• Wis. Stat. §§ 183.0110 and 183.0207 — legacy opt-out scope and filing effective dates; accessed July 28, 2026.
• Wisconsin DFI Form 510, fee table, and closure page — filing choices, signer, methods, $20/$35 fees, back fees, and expedite charge; accessed July 28, 2026.
• Wisconsin DOR closing guidance — separate final-return and tax-account closure steps; accessed July 28, 2026.