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Administrative Dissolutions

Frequently Asked Questions

Q. What are Administrative Dissolutions?

A: Typically, entities that fail to file an annual report after several years are subject to being administratively dissolved by DFI. Attempts are made to contact these entities by US Mail. If the mail cannot be delivered, the entity name is published in a Notice of Administrative Dissolution. If DFI does not receive an annual report within a given time period, the entity will be dissolved and it will appear on the Certificate of Administrative Dissolution list.

For complete details, check the following Wisconsin Statutes sec. 180.1421 or sec. 181.1421 or sec. 183.09025(2)

Q. Why is my entity being administratively dissolved?

A: The entity named on the Notice has not filed an annual report in a number of years. The Notice is intended to give the entity an opportunity to correct that status if it is still in operation. If not still in operation, the entity does not need to do anything and this office will dissolve the entity at no cost to the entity.

Q: What do I do now?

A: If your entity is on the "Notice of Administrative Dissolution" and you want the entity to remain in existence, you must file an annual report. Obtain the entity ID, then see the DFI Website for Corporations Annual Reports and to begin filing the report. If you do not want to keep the entity in existence, don't do anything and you will receive a Certificate of Administrative Dissolution 60 days after the Notice publication. There are no late fees or penalties.

If your entity is on the "Certificate of Administrative Dissolutions" and you want the entity to be reinstated, you must contact our office at 608-261-7577 and request the forms to reinstate the entity.

Q: I thought I dissolved my company years ago. Why is it on the list?

A: The only way to dissolve an entity is by filing Articles of Dissolution with the Department of Financial Institutions. If Articles of Dissolution were received and filed by this department, then we would not have grounds to Administratively Dissolve the entity. If you received notice of administrative dissolution, and believe that an attorney or accountant filed the articles of dissolution document, you should contact that attorney/accountant and ask for a copy of the filed document. Filing a final tax document with the Wisconsin Department of Revenue or the IRS telling them that you are dissolved does not dissolve the entity at this department.

Q: What if I want to voluntarily dissolve my entity?

A: You have the option of filing Articles of Dissolution. For a business entity, form 10; a nonstock, not-for-profit entity, form 110; a limited liability company, form 510. Please visit our website at www.wdfi.org/corporations/forms and click on the entity type heading to find Articles of Dissolution. The filing fee to dissolve a business entity or limited liability company will be $45.00 ($25 for the annual report fee and $20 for the dissolution. For a nonstock, not-for-profit corporation the fee will be $20.00 ($10 for the annual report fee, and $10 for the dissolution)