Wyoming Authority for a Nonprofit Incorporated Elsewhere

In Wyoming the nonprofit receives a certificate of authority from the Business Division in Cheyenne, under the Nonprofit Corporation Act (W.S. 17-19-1501 and following). A nonprofit is foreign if its articles were filed in some other state or country, regardless of where its board sits or whom it serves.

Section 17-19-1501(a) is the starting point: a foreign corporation does no transacting of business in Wyoming before the certificate issues. The Secretary of State's guide for nonprofits is a four-page packet, with instructions, the application and the registered agent's consent. Processing takes up to 15 business days from receipt.

The nonprofit act lists eleven activities that are not transacting business and states that the list is not exhaustive. The statute's items include:

• Handling a lawsuit or other proceeding for or against the corporation
• Board and member meetings and similar internal housekeeping
• Having bank accounts
• Running an office or agency for registering memberships or securities, or using trustees and depositaries
• Selling through independent contractors
• Soliciting orders that must be accepted elsewhere before they are contracts
• Taking on debt, mortgages and security interests
• Recovering debts and enforcing mortgages and security interests
• Owning real or personal property "without more"
• One transaction closed out inside thirty days, not repeated as part of a pattern
• Interstate commerce

For a charity, the practical meaning is that holding an investment account or a donated Wyoming parcel does not by itself require the certificate. Running a program here, hiring here, or staging regular events here goes beyond the list. The Nonprofit Corporation Act, unlike the Business Corporation Act, has no sentence exempting an organizer, manager or member of another company. When the line is unclear, a Wyoming attorney can review the facts.

The form is the Foreign Nonprofit Corporation Application for Certificate of Authority, based on W.S. 17-19-1503. Enclose $50 as a check or money order made out to Wyoming's Secretary of State. The application collects:

• The corporation's name as incorporated, or a fictitious name with the Use of Fictitious Name form when its own name is unavailable in Wyoming
• Its home state or country, date of incorporation and period of duration
• Mailing and principal office addresses
• Registered agent name and Wyoming street address
• Officers and directors
• Whether the corporation has members
• A contact e-mail, plus a box agreeing to e-mail service of process
• The signature of an officer

The packet includes the agent's consent form, signed by the agent. Applications go to the Wyoming Secretary of State, Business Division, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. The e-mail address on the form matters beyond service: the office says addresses provided will receive important reminders, notices and filing evidence, so use one that someone checks. Wyoming offers no online filing for foreign nonprofits, and the instructions say that processing runs in the order filings are received.

Section 17-19-1503(b) has the nonprofit enclose proof of existence, a certificate or comparable record, issued within sixty days of the Wyoming filing and authenticated by whoever keeps its records at home. The form's instructions call for the original.

A nonprofit that is not in good standing at home cannot get a clean certificate, so settle missed reports or registrations there first. Then order the certificate close to the day you will mail the packet. The nonprofit orders it directly from the home state. Wyoming does not issue it for you.

If the nonprofit's own name is unavailable in Wyoming, the Use of Fictitious Name form is filed with the application. The name used cannot be confused with another on the state's records.

The registered agent

W.S. 17-19-1507 sends foreign nonprofits to the general registered-agent chapter, 17-28-101 through 17-28-111. Every business entity, including a foreign nonprofit corporation, must at all times have a registered office and agent in Wyoming. Four kinds of agent qualify: a Wyoming-resident individual aged 18 or over; a domestic business entity; a foreign business entity authorized in Wyoming; or a commercial registered agent, meaning a business that serves more than ten entities and is registered with the state. Both entity types must have signed an agency agreement with an individual who takes service. Someone must be present at the registered office, a real street address, to take service; a drop box will not do. The nonprofit and its agent each give the state an e-mail address. A change of agent is a $5 filing.

Nonprofits pay an annual report fee of $25, a fraction of the license tax that profit corporations pay. Payment is due on the first of the anniversary month; 60 days of nonpayment exposes the entity to dissolution.

Altering the name, duration or home state takes an amended certificate of authority, priced at $25 on the schedule's amendment line. A nonprofit that is leaving files an application for certificate of withdrawal under 17-19-1520, also $25. Sales tax, payroll-related registrations and any state charity registration are separate matters, as is tax-exempt status.

Section 17-19-1502 is the consequence section. A foreign nonprofit operating without a required certificate is barred from maintaining any proceeding in a Wyoming court until it obtains one. A successor and an assignee of the cause of action are held to the same limit, and a court can stay a proceeding to decide whether a certificate was needed. The validity of its corporate acts is untouched, and defending a proceeding is still allowed.

Here the nonprofit act differs from the profit one. The profit corporation statute adds liability for back fees and taxes, 18 percent interest, a $5,000 penalty, and the state's audit and attorney costs. In the nonprofit act that subsection was repealed in 2000, with no replacement in the article. That does not make unauthorized operation risk-free, since the nonprofit still cannot go to court to enforce a claim.

Mainstay Filing's registration checkout accepts LLC and for-profit corporation orders alone; a nonprofit corporation falls outside it. The nonprofit files its own application, through an officer or its attorney. Mainstay Filing's contribution is the registered agent, $149 per year and unchanged on renewal, with a Wyoming address for the application and the agent's consent.

If a summons or other process is served, a scan is placed in your account the same day, at no cost; so do your first three government letters each year. If a different agent is currently listed, Mainstay Filing can file the change and charge only the state's $5. Mainstay Filing's agent is a company, and Wyoming's statute makes room for commercial registered agents. Service specifics are on the Wyoming registered agent page. Mainstay Filing gives no legal advice, including on charity solicitation or exemption questions.