Wyoming Foreign Registration › Without authority
What working in Wyoming without authority costs
A foreign company that transacts business in Wyoming without a certificate of authority owes a $5,000 penalty, plus the back fees and license taxes it would have paid, with 18 percent interest, audit expenses and attorney fees. The Secretary of State may refuse the certificate until it is paid.
What the statute adds up
| Item | Amount or rule |
|---|---|
| Penalty | $5,000 |
| Fees and license taxes | Everything that would have been imposed had the company applied and reported |
| Interest | 18 percent on those fees and taxes |
| Costs | Reasonable audit expenses and reasonable attorney fees |
| Application fee | $150 |
Liability is counted year by year, and a part of a year counts as one.
The other consequences
| What happens | Rule in the statute |
|---|---|
| Court access | No proceeding in a Wyoming court until the company holds a certificate |
| Successors | A successor and an assignee of the claim are held to the same bar |
| Stay | A court may hold the company's case in place until the certificate question is settled |
| Acts and defense | Acts remain valid, and the company may defend any proceeding |
| Collection | The attorney general may collect |
The headline figure
The penalty is $5,000. It sits on top of the fees and license taxes the company would have paid, carrying 18 percent interest. The application fee of $150 is owed as well, so the least a company pays is $5,150 before the back fees, taxes, interest and costs.
How the back taxes are counted
The statute measures them as though the company had applied on the first day and filed every report since. Each year at the license tax floor adds $60 before interest, so a long-running company has a long list of years to cover.
Court access
The company is shut out of court: it may not maintain a proceeding in any Wyoming court until it obtains a certificate of authority. The same bar applies to its successor and to anyone assigned a cause of action arising out of that business. A court may stay a proceeding the company starts until it decides whether a certificate was needed, and may stay it further until the certificate is obtained.
What the failure does not do
The statute adds a protection: failing to obtain a certificate does not impair the validity of the company's acts or stop it defending a proceeding in Wyoming. So the damage is financial and procedural, not a loss of the company's deals.
The Secretary of State can hold the certificate back
The certificate can be withheld until the taxes, fees, interest, expenses and penalties are all settled. The application can therefore sit unissued while the balance is settled.
Who collects
The attorney general may collect the penalty and the other sums.
What the form says
The form closes by asking for the start date of Wyoming business and cautions that unauthorized work brings back taxes and penalties.
Registering now beside the penalty
Registering costs $150. The penalty is separate and is not waived by filing. The application therefore adds to what is already owed, and a company that waits makes the back-tax bill longer, one more year at a time.
The start date
Whether the company transacted business here, and from what date, depends on facts that a Wyoming business lawyer can weigh. Assembling and mailing the packet is our part.
After the certificate issues
Once the certificate issues, the ordinary yearly cycle starts: a license tax of $60 or more, due on the first day of the month in which the entity registered or qualified, each year. The back years are a separate sum from that tax.
Starting the packet
We prepare the packet for $199, and the state's fee is billed separately.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Penalty questions
How large is the penalty?
$5,000, plus fees, license taxes and 18 percent interest.
Does the interest apply to the penalty?
It applies to the fees and license taxes, as the statute words it.
Can the company sue while it is unregistered?
Not in a Wyoming court, until it holds a certificate.
Are its contracts void?
No. The company's acts stay valid.
Does filing erase the penalty?
No. The Secretary of State may hold the certificate until everything is paid.
Who collects?
The attorney general.
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
- W.S. 17-16-1502, consequences of transacting business without authority
- Wyoming Secretary of State, business questions and answers
Working in Wyoming already?
Start the packet today. The state's penalty clock runs for every year the company works without authority.