Out-of-State Corporations Seeking Permission to Work in Wyoming

A corporation counts as foreign in Wyoming if its charter came from outside Wyoming. W.S. 17-16-1501(a) stops such a company from operating in Wyoming without that office's certificate of authority. The Business Division in Cheyenne handles the paperwork.

With the certificate in hand, the corporation operates here under the same duties as a Wyoming corporation, and Wyoming stays out of how it governs itself internally. Foreign applicants cannot file online; the form is printed, completed and mailed with a check or money order. Expect up to 15 business days, with filings taken in the order they come in.

Wyoming never defines transacting business. The Business Corporation Act offers eleven examples of things that fall outside it and notes that more may exist. In everyday terms, the examples cover:

• Lawsuits the corporation brings, defends or settles
• Its own board and shareholder meetings
• Bank accounts
• Stock transfer offices and trustees for its own securities
• Sales through independent contractors
• Orders that only become contracts once approved outside Wyoming
• Borrowing, lending, mortgages and liens
• Debt collection and enforcing mortgages and liens
• Owning real or personal property "without more"
• A one-time deal wrapped up inside thirty days
• Interstate commerce

Owners of Wyoming land often ask about the property entry. Holding a parcel, a building or equipment here, and doing nothing else here, does not by itself call for the certificate. A bank account is likewise safe. Staffing a Wyoming site, running a branch or regularly performing work in the state are different, because none of that is on the list. The act also spares a foreign corporation that is in Wyoming solely as an organizer, manager or member of some other company. If your activity sits between the lines, ask Wyoming counsel.

The form, FP-CertificateAuthority, rests on W.S. 17-16-1503. Payment of $150 goes by check or money order, made payable to the Wyoming Secretary of State and enclosed in the Cheyenne mailing. The questions:

• Corporate name exactly as incorporated, with a fictitious-name form if Wyoming cannot accept it
• Home state or country, incorporation date and intended duration ("perpetual" is the usual answer)
• Mailing address and principal office
• The registered agent's name and Wyoming street address
• Officers and directors, with business addresses
• The date business in Wyoming started or will start
• A statement accepting the Wyoming Constitution, per Article 10, Section 5
• An e-mail address, plus a checked box agreeing to service by e-mail
• Signature from the chairman, the president or another officer

Mind the start-date question. According to the form, a corporation that has done business here for more than 45 calendar days before qualifying owes back taxes and penalties under W.S. 17-16-1502(d) at the moment it qualifies. Applying before operations begin keeps that out of the picture.

Wyoming insists on an original. The certificate of existence or good standing must be authenticated by the filing office at home and bearing an issue date no earlier than 60 days before Wyoming files the application. The incorporation date you write on the application must be the date printed on the certificate.

The corporation's owner requests it directly from the home state's office. Because the 60 days run backward from the day Wyoming receives the packet, request the certificate close to your mailing date. Wyoming does not accept a copy in place of the original.

When the corporation's own name is taken, the board can pass a resolution, certified by the secretary, adopting a fictitious name; that resolution and the Use of Fictitious Name form go in with the application. Whatever name is used cannot match or deceptively resemble a trademark or service mark registered in Wyoming.

Agent requirements

Under W.S. 17-28-101, a business entity of any kind keeps a Wyoming registered agent and registered office at all times. The registered office is a street address at which the agent or its representative can accept service face to face. Eligible agents are adult Wyoming residents, domestic or authorized foreign business entities that have a written agency arrangement with an individual, and commercial registered agents registered with the state. A drop box does not count as the address. The agent signs a consent that is part of the filing, and the corporation and its agent each have to keep an e-mail address registered with the Secretary of State. If you replace the agent later, the filing costs $5.

The yearly obligation is an annual report together with a license tax. The tax has a $60 floor and otherwise tracks the corporation's Wyoming assets at $.0002 per dollar. Payment falls due on the first of the corporation's anniversary month, and an entity still unpaid 60 days later can be dissolved. Wyoming tax and employer-insurance registrations sit with other state agencies.

A change to the name, the term or the state of incorporation means an amended certificate under 17-16-1504; the schedule charges $60 for amendments. Closing out in Wyoming means a certificate of withdrawal, which is also $60.

Section 17-16-1502 has teeth. A corporation that transacts business without a certificate cannot proceed as a plaintiff in any Wyoming court until it obtains one, and so are its successor and anyone it assigns the claim to. A court is free to pause a case pending a ruling on whether registration was needed. Nothing the corporation did is undone, and defending suits remains open to it.

The money is where Wyoming stands apart. For the years or partial years of unauthorized business the corporation owes everything in fees and license taxes that registration would have generated, 18 percent interest on them, a $5,000 penalty, and reasonable audit expenses and attorney fees. The Secretary of State can withhold the certificate until it is all paid, and the attorney general is authorized to collect. It is cheaper to apply before the first day of operations than after.

Mainstay Filing's qualification service takes the Wyoming application off an out-of-state corporation's hands: it fills in the form from your details, sends it to Cheyenne, and furnishes the registered agent. The agent comes with the first year and then renews at $149 each year. The owner orders the certificate from home. Annual reports and taxes stay outside the service.

Wyoming's statute allows commercial registered agents, and Mainstay Filing's agent is one. Current checkout lines are listed on the Wyoming foreign qualification page; the agent on its own is described on the Wyoming registered agent page. Mainstay Filing supplies forms work and agents, not legal opinions; hard questions about doing business belong with an attorney.