Wyoming foreign LLC registration: the packet, the mail and the certificate clock

Wyoming law requires an entity doing business in the state to qualify by filing a certificate of authority application. The statute sets 11 named activities aside, and says its list is open-ended. Where your company sits is for a Wyoming business lawyer to settle. The doing-business page prints the list.

Wyoming's Secretary of State says that out-of-state entities filing a certificate of authority send the application and fee by post, while a domestic entity filed online is active at once. The office cannot process an incomplete form, which is why we check the packet before it leaves.

Wyoming wants an original certificate of existence or good standing, dated not more than sixty days before the filing in Wyoming and authenticated by the Secretary of State or other official who keeps company records where the company was formed. The application's organization date and the certificate's date must agree. An older certificate is the wrong paper, so we tell you when to order it, working back from the day the packet is ready to mail.

It states the name of the company as organized; the state or country of its law; the date it was organized, which must match the certificate; its period of duration; its mailing address; its principal office address; the name and physical Wyoming address of its registered agent; its acceptance of the Wyoming constitution; and the date it began, or will begin, doing business in Wyoming. The application page goes through each item.

Then the state describes the cost this way: all the fees and license taxes that would have been imposed had the company applied and received a certificate and then filed every report, with eighteen percent interest, plus a penalty of five thousand dollars, reasonable audit expenses and reasonable attorney fees. The Secretary of State may refuse the certificate until those sums are paid.

The entity is delinquent from the second day of the month after its due date, and an entity with no filing 60 days after the due date is administratively dissolved. Reinstatement within 2 years costs $100 plus what is owed.

A Use of Fictitious Name form rides along with the application, and the company trades under that name in Wyoming. Any LLC name must carry one of the endings Wyoming lists.

A foreign corporation files its own application, with the same fresh original certificate and a $150 fee. Partnership filings use other forms; ask us before you order one.

We gather the company details, fill in the application and the consent form, work out the ordering date for your home certificate, and assemble the packet for $199. The mail-it-yourself page shows the route if you prefer to do it alone. Wyoming's fee is billed as its own line.