Dissolution is the legal process of terminating an LLC. It requires:
  1. A governance vote meeting dissolution_threshold (minimum 0.51 per Wyoming statute)
  2. Human approval (always — this is a statutory floor that cannot be overridden)
  3. Satisfying all liabilities and distributing remaining assets per the Operating Agreement
  4. Filing Articles of Dissolution with Wyoming SOS

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The process

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Step 1 — Propose dissolution

orgs proposal create \
  --entity helios-research \
  --kind dissolve \
  --reason "Project complete; distribute remaining treasury"
Because this is a dissolution proposal, the escalation engine immediately flags it. It enters escalated state, waiting for named human(s) in constitution.escalation.contacts with purposes: [dissolution].

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Step 2 — Human approval

Each named human signs with their DID. This does not dissolve the entity; it merely unblocks the vote.

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Step 3 — Vote

Voting opens at dissolution_threshold. Normal voting period applies.

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Step 4 — Wind-down plan

If approved, the entity enters winding_down state. During wind-down:
  • No new proposals accepted (except wind-down actions)
  • Treasury cannot disburse except for wind-down expenses
  • Annual Report filings continue (until formally dissolved)
  • Registered agent remains in place

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Step 5 — Settle liabilities

The wind-down plan identifies:
  • Outstanding bills
  • Contract obligations
  • Tax obligations (final federal/state returns)
  • Employee final wages (if any)
These are settled from treasury before distributions.

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Step 6 — Distribute remaining assets

Per the Operating Agreement. Typical distribution is pro-rata by membership interest; your OA may specify otherwise (waterfalls, priority classes).

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Step 7 — File Articles of Dissolution

With Wyoming SOS. Our Computer Use agent handles this. Fee: $50.

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Step 8 — Final tax return

Entity final Form 1065 or 1120 is filed. CPA typically handles; we provide the audit package.

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Step 9 — Close bank accounts

Final step. The entity no longer exists.

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How long

From proposal to SOS dissolution: 4–12 weeks is typical, driven primarily by settling obligations and final tax filing.

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Reinstatement

Within 2 years of administrative dissolution (for non-filing of Annual Report), you can reinstate by filing missing reports + a $50 reinstatement fee. Voluntary dissolution (as described above) is effectively permanent. Reinstatement post-voluntary-dissolution requires forming a new entity.

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Orgs fee

$299 for full dissolution handling (SOS filing, bank closure, tax package preparation, audit export).