How to Voluntarily Dissolve a Wisconsin LLC: A Step-by-Step Guide

Jeff Storch | 11.18.25

Voluntarily dissolving a limited liability company (LLC) in Wisconsin requires more than closing up shop. A specific legal process should be followed, and additional actions and documentation may be in the best interest of the LLC and its members. Below is a step-by-step guide to help you navigate the voluntary dissolution of your Wisconsin LLC.

1. Get Member Approval.

The first step is securing agreement from the LLC’s members. Under Wisconsin Statutes Chapter 183, an LLC can be dissolved when all members vote or consent to do so — unless the LLC’s operating agreement specifies a different process (such as allowing a majority vote or manager decision). The necessary vote must be obtained and should be documented in writing. 

2. Begin the Winding-Up Process.

Upon obtaining the necessary vote to dissolve, the LLC must wind up its activities and affairs and will continue after dissolution only for the purpose of winding up. In winding up:

The LLC must:

• Pay off debts and obligations.

• Settle and close business activities.

• Distribute any remaining assets to members.

The LLC may:

• File a Statement of Dissolution with the Wisconsin Department of Financial Institutions (DFI).

• Preserve its activities, affairs, and property as a going concern for a reasonable time. 

• Handle legal matters (e.g., lawsuits or administrative proceedings).
• Transfer its property.

• File a Statement of Termination with DFI (optional, and only after winding up is complete).

• Take any other actions necessary to the winding up.

Optional but helpful: Consider drafting a written plan of liquidation to guide the process, even though not required by Chapter 183.

3. Notify Creditors (Known and Unknown)

To protect the LLC and limit future liability, it is wise to notify creditors about the dissolution. This can significantly shorten the time they have to bring claims. For example, many contract claims in Wisconsin have a statute of limitations to bring claims within six years of the claim. However, sending a notice to known creditors can shorten this to 120 days from the notice and publishing notice to unknown creditors can shorten it to two years from publication, each subject to the following.

For known creditors

You can send a written or electronic notice that includes:

• What information the claim must include (e.g., amount owed, documentation).
• A statement that the claim must be in writing and a mailing address for submitting the written claim.
• A deadline for receipt of a claim (at least 120 days from the notice date).
• A statement that claims not received by the deadline will be barred.

For unknown creditors

You can publish a notice in a local newspaper (a ​“class 1 notice”) in the county where your principal office is located, or if it has none in Wisconsin, then in the county of where its registered agent is located. The notice must:

• Include the same information as above.
• State that claims will be barred unless legal action is taken within two years of publication.

Documentation and Final Steps

After obtaining the necessary vote to dissolve the LLC and entering the winding up phase, the next step is to ensure the process is properly documented and executed. Keep in mind that good recordkeeping can help keep the process compliant and reduce future complications. Here is what to consider:

1. Member Resolutions. 

Prepare written resolutions approving the dissolution. These should be signed by the members (or whomever your operating agreement authorizes). Include related documents like a plan of liquidation, a Statement of Dissolution, and — if you choose — a Statement of Termination.

2. Plan of Liquidation (Optional)

While not required by Chapter 183, a written plan can help organize the process and coordinate with others involved.

3. File a Statement of Dissolution.

Prepare and file a statement of dissolution with DFI ($20 online filing fee). Under current Chapter 183, filing a statement of dissolution may not be technically required, but it is the simplest way to notify the public that the LLC has dissolved.

4. Collect Assets and Pay Liabilities. 

Document and collect the LLC’s assets to pay off the LLC’s liabilities.

5. Notify Creditors.

As described above, decide whether to send notices to known creditors and publish notices for unknown creditors. Remember, doing so can shorten the time they have to bring claims.

6. Terminate Contracts and Obligations.

Identify and make arrangements to terminate all contracts and other obligations of the LLC.

7. Discharge Liabilities.

If the LLC does not have enough assets to pay all of its creditors upon dissolution, it will be forced to pay its debts in order of creditor priority. Prioritization will depend on the situation, but here are some general items to consider:

• In Wisconsin, taxes (including employment taxes) generally have priority over all other creditors. Employee wages also may have priority.
• After priority obligations are satisfied, the secured creditors will have the right to foreclose on the LLC assets they have taken as collateral to satisfy the obligations that are owed to them.
• If there are any LLC assets left after all priority obligations and secured creditors are paid, then any remaining assets likely will go to pay the LLC’s unsecured creditors, even if only partially satisfying the unsecured liabilities.

8. Distribute Remaining Assets.

If the LLC has remaining assets after all creditors are paid, the assets would be distributed to the members in accordance with the LLC’s operating agreement and applicable tax rules (the rules may be different depending upon how the LLC is taxed). Note that LLC creditors may have the right to seek recovery from the members personally to the extent of the members’ proportionate share of the claim or the LLC assets distributed to each member in connection with the liquidation, whichever is less.

9. Make Final Tax Deposits and File Final Returns. 

The LLC will need to make final tax deposits and file a number of final returns, including:

• final quarterly or annual employment tax form (Form 941, if quarterly)
• issue final wage and withholding information to employees (Form W‑2)
• report information from W‑2’s issued (Form W‑3)
• report capital gains and losses (Form 1065)
• report partners’ ownership interests (Form K‑1)
• final employee pension/​benefit plan (if applicable) (Form 5500)

The LLC should discuss the final tax filing deposits and obligations with its accounting firm or tax preparer.

10. Finalize LLC Record Book.

Archive all dissolution documents for future reference.

11. Statement of termination.

If the LLC wishes to notify the public once it has completed winding down, it can prepare and file a statement of termination with the Wisconsin Department of Financial Institutions ($20 online filing fee).

If you have questions regarding dissolution, please reach out to a member of our Business Practice Group for further information.

• Dissolution