Wyoming Certificate of Authority›From Delaware
A Delaware LLC and the Wyoming certificate of authority
Delaware LLCs seeking Wyoming authority spend $50 at Delaware for the certificate of good standing and $150 at Wyoming for the application: $200 before the first yearly bill. After that two yearly bills run side by side, Wyoming's license tax from $60 and Delaware's $400.
The money, stage by stage
| Stage | Delaware side | Wyoming side |
|---|---|---|
| Before filing | $50 for the good standing certificate | No charge yet |
| Filing | No new charge | $150 |
| Recurring | The $400 annual tax, due June 1 | The license tax, $60 and up |
| Local agent | A Delaware registered agent | A Wyoming agent at a street address |
Stage one: the paper from Delaware
Wyoming takes only an original, authenticated by Delaware's official and issued within 60 days of the filing. Delaware sells it for $50.
Stage two: completing the application
The state of organization is Delaware and the organization date is the one on the Delaware certificate. The agent has a street address in Wyoming. The mailing and principal office addresses may stay in Delaware or sit anywhere else.
Stage three: two agents, two states
Delaware's registered agent answers for Delaware. Wyoming needs its own agent, who signs the consent page. 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.
Year one and after
Each year Delaware collects its tax on June 1 and Wyoming collects the license tax on the first day of the month in which the entity registered or qualified, each year. A Delaware charge of $200 for lateness belongs to Delaware alone.
Over five years
| Item | Amount |
|---|---|
| Wyoming side, certificate included | $500 |
| Delaware tax over the same five years | $2,000 |
| Combined | $2,500 |
The Wyoming side already counts the Delaware certificate. Our own fee shows separately at checkout.
Working in Wyoming before applying
Wyoming's own penalty of $5,000 comes with back fees, license taxes and interest at 18 percent. The late penalty page lays it out.
The company stays a Delaware LLC
The Wyoming certificate authorizes business in Wyoming and nothing else. The operating agreement remains a Delaware document.
Why a Delaware LLC needs the certificate
No Delaware LLC may transact business in Wyoming before it holds authority. Whether a given activity counts is for a Wyoming business lawyer; the who-must-apply page lists what the statute sets aside.
Timing the Delaware order
The Delaware certificate is the one item with a clock. We count back from the day the other pieces are signed so that its date is inside 60 days when the packet goes out.
The consent page on the Wyoming side
The Wyoming agent signs and dates its own consent page and certifies that it meets the registered-agent statute.
A three-owner company in Casper
Take a Delaware LLC with three owners that leases an office in Casper. After naming a local agent it purchases the Delaware certificate for $50 and sends the packet with the state's $150, so $200 is spent up front. Year one then adds the $60 Wyoming floor and Delaware's $400, which brings the total to $660.
If Wyoming will not take the Delaware name
The company attaches the fictitious name form to the application and uses the substitute name in Wyoming only.
Once a certificate is older than the window
A Delaware certificate more than 60 days old on filing day no longer qualifies, and a replacement costs $50 again.
Delaware corporations
A Delaware corporation pays Wyoming $150 and Delaware $50 for the certificate, $200 together. The corporation form page adds the officers and directors table that an LLC does not need.
Leaving Wyoming
A Delaware LLC that is done here files the withdrawal form, described on the withdrawal form page. Delaware itself is untouched.
Delaware to Wyoming, in order
Find the Wyoming agent
A street address in Wyoming and a signed consent page.
Settle the name
Attach the fictitious name form if the name is taken.
Get the Delaware certificate
Priced at $50; it must be dated inside 60 days of mailing.
Send the packet
The state's fee is $150.
Delaware LLC questions
Is a Delaware certificate acceptable?
Yes, provided it is an original from the 60 days before filing.
What does Wyoming bill each year?
A license tax with a $60 floor.
Must we name a Wyoming agent?
Yes, at a physical Wyoming address.
What do two states cost over five years?
$2,500, with Delaware's tax counted.
What part of that is Wyoming's?
$500, certificate included.
What is Delaware's due date?
June 1.
How much is Delaware's certificate?
$50.
What if the LLC has been working here?
Wyoming adds its $5,000 penalty and the back charges.
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.
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. 17-28-101, registered office and registered agent
- 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
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.