Wyoming Foreign Registration › Delaware LLCs
Moving a Delaware LLC into Wyoming
What does it take to bring a Delaware LLC into Wyoming? $150 for the application and $50 for the Delaware certificate of good standing: $200 to get started. Delaware goes on charging its $400 annual tax as well.
The Delaware certificate against the Wyoming fee
| Topic | Delaware | Wyoming |
|---|---|---|
| Paper | $50 certificate, dated inside 60 days of filing | An original goes in the packet |
| Cost of authority | The LLC already exists | $150 |
| Yearly | $400 tax, due June 1 | License tax from $60 |
| Agent | Registered in Delaware | Needs a Wyoming street address |
Where does Delaware go on the form?
Delaware is entered as the state of organization, and the organization date is the one printed on the Delaware certificate. The mailing and principal office addresses can stay wherever the company already keeps them.
When should I order the Delaware certificate?
Last. Wyoming wants an original authenticated by the Delaware official and dated no more than 60 days before the Wyoming filing. Delaware charges $50, so letting a certificate age out means paying again.
Does my Delaware agent count in Wyoming?
No. A Delaware registered agent covers Delaware. Wyoming needs its own agent at a physical address in the state, who signs the consent page. The company also keeps a designated contact, an officer, director, member or manager, with the Secretary of State or the agent.
Which tax comes first?
Delaware's $400 falls on June 1. Wyoming's license tax falls on the first day of the month in which the entity registered or qualified, each year.
What if the LLC has already worked in Wyoming?
The state's penalty is $5,000, plus back fees, license taxes and 18 percent interest, as the penalty page explains. Delaware's tax is not touched.
Five years across two states
| Part | Amount |
|---|---|
| Wyoming: application, certificate and five taxes at the floor | $500 |
| Delaware: five years of annual tax | $2,000 |
| Both states | $2,500 |
Delaware's certificate sits inside the Wyoming line. Checkout lists our fee on its own.
Delaware's late charge
Delaware adds $200 to a tax paid late. That charge is Delaware's, and the Wyoming license tax is unaffected.
What the application asks of the Delaware company
The statement lists 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. Only the certificate behind it comes from Delaware.
How long the state takes
Mail is reviewed in the order received, and the state allows up to fifteen business days after the date of receipt.
Does the company stop being a Delaware LLC?
No. A Wyoming certificate authorizes business in Wyoming. The company remains a Delaware LLC and its operating agreement keeps its Delaware terms.
Why apply at all?
Delaware's registration covers Delaware. A Delaware LLC that transacts business in Wyoming needs the certificate first. Which of its activities count is a question for a Wyoming business lawyer; the transacting-business page sets out what the statute sets aside.
A walk through a company in Sheridan
Say a Delaware LLC with four members takes a workshop in Sheridan. It names a Sheridan agent, orders the Delaware certificate for $50 and mails $150, so $200 goes out up front. Twelve months on the Wyoming floor of $60 and Delaware's $400 make the first-year total $660.
If the Delaware name is taken
A Use of Fictitious Name form goes in with the application, and the company trades in Wyoming under that name while keeping its Delaware name at home.
Delaware corporations
A Delaware corporation follows the same route and pays $150 to apply, so with the Delaware certificate it spends $200. The corporation page has the form.
Withdrawing
A Delaware LLC that is done with Wyoming files the withdrawal form covered on the withdrawal page. The Delaware company is unchanged.
From a Delaware LLC to a Wyoming certificate
Choose the Wyoming agent
A Wyoming resident or business, who signs the consent.
Check the Wyoming name
Attach the fictitious name form if needed.
Order the Delaware certificate last
At $50, inside 60 days of mailing.
Mail the packet
With the $150 fee.
Delaware LLC questions
Will Wyoming take a Delaware certificate?
Yes, as an original dated within 60 days of the filing.
What does Wyoming bill every year?
The license tax, at least $60.
Do we need a Wyoming agent?
Yes, at a physical address.
What do the two states cost over five years?
$2,500, counting Delaware's tax.
Which part of that belongs to Wyoming?
$500, certificate included.
On what date does Delaware collect?
June 1.
What is Delaware's price for the certificate?
$50.
We worked here first. What is the exposure?
The penalty of $5,000, plus fees and interest.
The price
Register in Wyoming
- The Wyoming application and the agent consent form, completed from a short questionnaire
- A cut-off date for ordering your home certificate, so it is still inside the window when the packet leaves
- A Wyoming registered agent with a street address, from us or of your choosing
- The certificate of authority Wyoming issues, forwarded to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $150 Wyoming fee
$150 is what Wyoming charges an LLC. Other entities pay other amounts, listed on the cost page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Wyoming Secretary of State, Business Division fee schedule
- Wyoming Secretary of State, foreign LLC application for certificate of authority and instructions
- W.S. 17-16-1503, application for certificate of authority
- Wyoming Secretary of State, should I apply for a certificate of authority
- Wyoming Secretary of State, foreign profit corporation application for certificate of authority
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Wyoming Secretary of State, business questions and answers
- W.S. 17-28-104, service on business entity
- W.S. 17-16-1502, consequences of transacting business without authority
- W.S. 17-16-1533, applicability of chapter to foreign limited liability companies
- W.S. 17-16-1501, authority to transact business required
Working in Wyoming already?
Start the packet today. The state's penalty clock runs for every year the company works without authority.