Certificate of authority in Wyoming
Wyoming certificate of authority: what each entity pays, and when
$150 for an LLC, $150 for a corporation, $50 for a nonprofit. After that, a license tax that follows Wyoming assets.
Wyoming certificate
Sample orderPrepared- OrderedDetails in
- PreparedPages ready to sign
- MailedTo Cheyenne
- IssuedCertificate passed on
- Our fee
- $199
- State fee
- $150
- Agent
- Included, first year; $149/yr after
- Fee set by entity type
- Application and consent page prepared
- Wyoming agent address available
Every charge gets its own line when you check out.
A foreign entity gets a Wyoming certificate of authority by filing the Foreign Limited Liability Company Application for Certificate of Authority, or the matching form for its entity type, with the Secretary of State and paying $150 for an LLC. The filing carries 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.
We prepare the pages for $199. Want the sequence? Read the certificate of authority guide. Already operating in Wyoming? Read the late penalty page. Want the numbers? The fee page lists them by entity.
In the order
A fee for each entity
IncludedLLCs pay $150. A nonprofit pays $50. The fee page lists the rest.
Two pages to sign
IncludedOne for the company, one for the agent.
A fresh original
IncludedWyoming wants a home certificate dated within 60 days.
Agent with a street address
IncludedUse ours, or name a Wyoming agent of your own.
Short questions
IncludedName, home state, addresses and agent.
Answers from people
IncludedA preparer replies about your order.
How a certificate of authority is obtained
Pick the entity form
LLC, profit corporation or another entity type.
Prepare the name
Pick an LLC ending; the fictitious name form carries a name Wyoming cannot take.
Sign up the agent
A physical Wyoming address and a signed consent page.
Order the home certificate
An original, dated within 60 days of filing.
Sign the application
A member, a manager or another authorized individual named in the operating agreement signs for an LLC.
Mail it with the fee
A check or money order payable to Wyoming Secretary of State.
The certificate in numbers
- Application
- Foreign Limited Liability Company Application for Certificate of Authority
- LLC fee
- $150
- Corporation fee
- $150
- Nonprofit fee
- $50
- Issued by
- Wyoming Secretary of State, Business Division
- Home paper
- An authenticated original, dated inside 60 days
- Review
- Up to fifteen business days after the date of receipt
- Yearly
- License tax from $60 upward
Who must hold a certificate
Any entity that transacts business in Wyoming and was formed elsewhere. The statute bans a foreign corporation from transacting business without a certificate and applies the same article to foreign LLCs. It sets 11 activities aside as not transacting business, and it calls its list non-exhaustive. A Wyoming business lawyer can place your company against it. The transacting-business page prints the list.
What each entity pays to apply
An LLC pays $150, a profit corporation $150, a limited partnership $150, a registered limited liability partnership $150 and a nonprofit corporation $50. Those are application fees only; the license tax comes after.
What the certificate is
It is the Secretary of State's permission for the entity to transact business in Wyoming. It does not alter the entity: a foreign LLC does business in Wyoming by following the foreign article of the corporation chapter to the extent it is not inconsistent with the Wyoming Limited Liability Company Act. The company is still a Delaware, Nevada or other-state LLC.
What goes in the packet
Four items: the application, the registered agent's consent page, the original home certificate and the fee. The application 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 LLC form page goes through each statement.
What the home office calls the paper
The statute accepts a certificate of existence, or a document of similar import, duly authenticated by the official who keeps company records where the entity was formed. Whatever the name, it must be an original and it must be fresh.
The home certificate
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. Its date has to line up with the organization date printed on the application. We tell you when to order it so it stays inside the window.
The accepted constitution line
Every application includes a statement that the entity accepts the Wyoming constitution.
The date the entity started
The application includes the date the entity began, or intends to begin, operating in Wyoming, and the form notes that unauthorized work invites back taxes and penalties. An entity that has not started gives its planned date.
The agent
The agent is 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, and 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. We can fill the role, or you can appoint another qualified person. See the agent rules.
How the state handles the filing
Out-of-state certificate filings go in by mail. They are reviewed in the order received, for up to 15 business days, and the Secretary of State's online site shows the day it is working on.
The license tax
The yearly charge is two-tenths of one mill on the dollar of assets located and employed in Wyoming, but never less than $60. At $300,000 of Wyoming assets or lower the floor is the whole bill, while $1,210,000 of assets gives $242. The due date is on the first day of the month in which the entity registered or qualified, each year. The annual tax page has the table.
Operating without a certificate
An entity caught transacting business here with no certificate owes 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 late penalty page lays it out.
Losing and regaining a certificate
The Secretary of State can revoke a certificate after notice, for example when annual reports or license taxes go undelivered or the agent and office lapse. A revoked or dissolved entity can reinstate within 2 years: $100 for tax on an LLC, $350 for lack of an agent.
Leaving
An entity that is done with Wyoming files the matching certificate of withdrawal form, which surrenders its authority. The withdrawal form page describes it.
A name Wyoming will not accept
The entity attaches a Use of Fictitious Name form to the application and trades in Wyoming under that name.
Home states with their own pages
Two home states have pages of their own, each adding its certificate and yearly bill to Wyoming's: from Delaware and from Nevada.
Corporations, nonprofits and partnerships
The corporation form has 10 items and lists officers and directors; the corporation form page covers it. A nonprofit pays $50 and a flat $25 annual report fee. For a partnership, ask us before you order.
Other agencies
Wyoming registration is one filing. The form instructions point filers to the Department of Revenue for sales and use tax, the Department of Workforce Services for workers compensation and unemployment insurance, and the Wyoming Business Council for licensing and permits.
Costs outside the application fee
Three more costs can sit around the Wyoming fee: the home certificate (priced by the home state), an outside agent's own charge, and the yearly license tax. Checkout lists each beside our fee.
Who signs
An LLC's application is signed by a member, a manager or another authorized individual named in the operating agreement, a corporation's by the chairman of the board, the president or another officer, and the agent signs the consent page.
What we do for the fee
We collect your details, complete the application and the consent page, name the last day to order the home certificate, and check the packet for the points that make the office return it. Our charge is $199; Wyoming's fee gets a line of its own at checkout. The apply-yourself page shows the whole route.
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.
Cost breakdown
Get your Wyoming certificate
WY+ $150 to Wyoming
$199
- Your application and the agent's consent page, filled in from a short form of questions
- Notice of the last day to order your home certificate, so the paper is fresh at mailing
- A Wyoming agent address of ours, or your own choice of Wyoming agent
- Wyoming's certificate of authority, passed on once issued
- Renewal: after the first year, the agent service renews at $149 a year
$150 is the LLC rate. Corporations, nonprofits and partnerships pay their own application fees, shown on the fee page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Wyoming certificate of authority questions
What does a Wyoming certificate of authority cost an LLC?
$150 to the state, plus $199 from us.
What does it cost a corporation?
$150 to apply.
How stale is too stale for the home certificate?
Anything issued outside the 60 days before the filing.
Can the application be filed online?
No. Out-of-state certificates of authority travel on paper.
How long is the state review?
Up to fifteen business days after the date of receipt.
What is the yearly cost?
A license tax of $60 or two-tenths of one mill on the dollar of assets located and employed in Wyoming, whichever is greater.
What if the entity is already operating here?
Expect the $5,000 penalty, with back fees, license taxes and interest at 18 percent.
Does the state fee vary with company size?
Not for an LLC. Every foreign LLC pays the same application fee.
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
- Wyoming Secretary of State, business questions and answers
- Wyoming Secretary of State, Business Division
- W.S. 17-16-1501, authority to transact business required
- W.S. 17-16-1533, applicability of chapter to foreign limited liability companies
- W.S. 17-28-101, registered office and registered agent
- W.S. 17-16-1502, consequences of transacting business without authority
- W.S. 17-16-1530, grounds for revocation
- W.S. 17-16-1535, reinstatement following revocation
- Wyoming Secretary of State, foreign LLC application for certificate of withdrawal
- W.S. 17-16-1520, withdrawal of foreign corporation
Already operating in Wyoming?
Apply now. The state's penalty and back taxes are counted by year, and each year you wait adds to them.