The Wyoming foreign LLC registration guide

No foreign corporation can transact business without a certificate, and the same article reaches LLCs. The statute sets aside 11 named activities, and it says the list is not exhaustive. The transacting-business page prints it. Applying it to your own company is something a Wyoming business lawyer can do for you.

Wyoming asks for an individual who is at least eighteen, lives in Wyoming and keeps a business office at the registered office; a Wyoming business entity or a foreign entity authorized to do business there, with its office at the registered office and a written agreement with an individual to accept service; or a commercial registered agent registered with the Secretary of State. The registered office is a street address in Wyoming where the agent, or an individual with an agency relationship to the agent, is physically present to accept service. The registered agent must have a physical address in Wyoming; if the office has a suite number it must be included; a drop box is not acceptable and a PO box is acceptable only in addition to a physical address. Our firm can serve as agent, and you may name another qualified person.

The certificate must be 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. Wyoming wants an original, not a copy. The two dates, the application's and the certificate's, have to agree, so an application written from memory can fail on that point alone.

The application is signed by a member, a manager or another authorized individual named in the operating agreement. It goes to Wyoming Secretary of State, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, with a check or money order payable to Wyoming Secretary of State. Out-of-state certificates of authority are mailed filings.

File it with the company's records and note the license tax date. The report falls on the first day of the month in which the entity registered or qualified, each year. It may be filed up to 120 days ahead of the due date.

The application asks for the date business began, and warns about back taxes and penalties. The statute makes the company liable for 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. See the penalty page for sums.

A company that changes its name, its period of duration or its home state needs an amended certificate of authority, and the rules for the first certificate apply to it. The Wyoming fee for an LLC is $60. A new registered agent and office is $5.

A Delaware LLC with three members takes a Cheyenne warehouse. It names a Cheyenne agent, orders a Delaware certificate of good standing for $50 and mails the packet with $150. Those two payments come to $200. The first year's license tax and Delaware's own tax bring the first-year bill to $660.

The final entry asks when the company started, or plans to start, working in Wyoming. It goes to the state under the company's own name, beside a caution about back taxes and penalties. A company that has not started yet gives the date it expects to start.

If Wyoming cannot take the home name, the Use of Fictitious Name form accompanies the application. The company then transacts business in Wyoming under the fictitious name. Choose one you can use on contracts, invoices and the yearly report, since it is the name Wyoming's record will carry.

A new registered agent and office is appointed for $5. An agent who changes its own details files an information update at $5 per entity, and an agent who resigns files a resignation at $5 per entity.

Wyoming sets a fallback for service on an entity: with no agent, or an agent who cannot be served with reasonable diligence, the entity may be served by registered or certified mail to its principal office, and service is complete on the earliest of receipt, the return receipt date, or five days after mailing. The fallback is a reason to keep the agent and the principal office address current, not a substitute for an agent.

Pay the license tax by the anniversary-month date. Keep an agent and office on record, because lacking either is a ground for revocation, as is a change left unreported for more than 30 days. And read the reminder emails, which go to the address on file.

Corporations, nonprofits and partnerships apply too. A corporation pays $150, a nonprofit $50, a limited partnership $150 and an LLP $150. The corporation page covers the corporation filing.