Wyoming Foreign LLC Certificate of Authority

Most states punish an unregistered company with late fees that grow slowly. Wyoming writes a flat penalty into the statute. Any company that carries on business in the state with no certificate of authority owes every fee and license tax it would have paid had it been authorized, interest at 18%, a $5,000 penalty, plus reasonable audit expenses and attorney fees (W.S. 17-16-1502(d)). The attorney general does the collecting.

That is the worst case, and a good reason to find out where you stand before Wyoming does.

A foreign LLC is held to the chapter written for foreign corporations (W.S. 17-29-114). That chapter bars a company formed elsewhere from transacting business in Wyoming before the state grants it a certificate (W.S. 17-16-1501(a)). Nowhere does the statute define "transacting business." What it supplies is a list of eleven things that do not count, introduced by the words "among others," so the list is not exhaustive.

Here is the W.S. 17-16-1501(b) list, in compressed form:

• going to court, whether to defend, settle or maintain a case
• gatherings of the members or managers, and similar housekeeping
• a bank account
• a transfer office for the company's securities
• using independent contractors to make sales
• orders that only become contracts once accepted out of state
• debt, mortgages and security interests
• collecting what you are owed
• simply holding real or personal property (the statute says "without more")
• a one-time deal finished inside thirty days and not part of a repeating pattern
• interstate commerce

An organizer, manager or member who only does those jobs for the company needs no certificate either. An activity missing from the list is not settled either way, because the list is open-ended. A Wyoming office, employees stationed here, or a steady stream of local jobs points toward registering. If you are unsure, a Wyoming attorney can read your facts against the statute.

The form is titled Foreign Limited Liability Company Application for Certificate of Authority, and the office's file name for it is FLLC-CertificateAuthority. It goes to the Business Division of the Secretary of State in Cheyenne. Wyoming's FAQ is explicit that out-of-state entities must send the application and the fee by mail, and that mailed documents are reviewed in the order received, with a maximum processing time of fifteen business days.

The state's fee for a certificate of authority is $150, paid by check or money order to the Wyoming Secretary of State. Our checkout charges $199 to prepare the filing and passes the $150 through, so the total today is $349.

The application has ten items:

1. The company name exactly as organized.
2. The jurisdiction where it was organized.
3. The date of organization, which must match the date on your home-state certificate.
4. The period of duration.
5. A mailing address.
6. The principal office address.
7. The name and physical address of the Wyoming registered agent.
8. Acceptance of the Wyoming Constitution (Article 10, Section 5).
9. The date business in Wyoming started or is expected to start.
10. A certification consenting to electronic service of process at the email address the statute requires.

A separate consent form signed for the registered agent goes with it. Wyoming asks for no member or manager names on this filing. Answer the start-date item carefully, since the form itself warns that business done without authority is subject to back taxes and penalties.

Wyoming requires a document from your home state. The application has to be accompanied by an original certificate of existence or good standing, dated no more than sixty days before you file in Wyoming (W.S. 17-16-1503(b)). Your formation state's records office issues it, and you must have it in hand before the Wyoming package is mailed.

Two practical points follow from the wording. The certificate is an original, so a photocopy is a poor bet. And the sixty days run back from the date of filing, so order it close to when you are ready to sign. The organization date you write on the form has to agree with the one on the certificate.

The name must carry a designator. The instructions accept "Limited Liability Company," "LLC," "L.L.C.," "Limited Company," "LC," "L.C.," "Ltd. Liability Company," "Ltd. Liability Co.," or "Limited Liability Co." If your name cannot be used in Wyoming because another entity holds it, the application must be accompanied by a Use of Fictitious Name form, so the company can operate here under a different name.

Wyoming lets the agent be a resident individual, a domestic or foreign business entity authorized to do business in Wyoming, or a commercial registered agent (W.S. 17-28-101). Whoever it is needs a physical office in Wyoming where legal papers can be accepted in person. A drop box does not work as that address. A PO box is acceptable only if the physical address is listed as well. The agent signs a consent form certifying compliance with W.S. 17-28-101 through 17-28-111.

Beyond the penalty described at the top, two consequences show up first in practice. A company without the certificate cannot bring a case in any Wyoming court until it has one, and a judge can pause a case it already started (W.S. 17-16-1502(a) and (c)).

The Secretary of State may also refuse to issue the certificate until the back fees, interest, expenses and penalties have been paid, so a late registration can be a more expensive one. The statute does leave some things alone: the company's acts and contracts stay valid, and it can still defend a lawsuit (W.S. 17-16-1502(e)).

Every business entity in Wyoming, domestic and foreign, files an annual report and pays a license tax based on its assets located and employed in the state. The tax is the greater of $60 or two-tenths of one mill on the dollar, and an entity with $300,000 or less in Wyoming assets pays the $60. The report is due on the first day of your anniversary month. The FAQ's example: register on January 15 and the report is due January 1 each year. You may file up to 120 days before the due date.

Do not let it lapse. A report is delinquent on the second day of the month after its due date, and an entity that has not filed within sixty days is administratively dissolved. For a foreign company, the statute opens a revocation proceeding when annual reports or license taxes go unpaid, or when the company has no registered agent or registered office (W.S. 17-16-1530(a)).

If you stop operating in Wyoming, the exit is a Certificate of Withdrawal (FLLC-CertificateWithdrawal), with a $60 filing fee. Sales tax or other tax registrations may also come into play depending on the business, so check those separately.

Send us your formation details and the checkout answers, and we prepare the application and the agent's consent, then file them with the Secretary of State in Cheyenne. The agent for your first Wyoming year costs nothing, and from then on it is $149 annually. If a process server drops papers at our address, we scan and upload them that same business day, free of charge.

You pay $349 today, which is our $199 preparation charge with the state's $150 added. The order covers the application and twelve months of agent service. Annual reports and tax returns are outside it, so those stay with you or your accountant. Mainstay files paperwork and does not practise law, so whether your activity counts as doing business is a question for you and your attorney.

A corporation formed elsewhere uses the corporation process and pays the same $150 state fee, for a total of $349 today.