The Wyoming certificate of authority, from decision to upkeep

The certificate is meant for entities that another state or country organized. A foreign corporation needs one before transacting business, and a foreign LLC follows the same article. An entity formed in Wyoming does not use this filing.

LLC names must end in one of Wyoming's accepted forms: Limited Liability Company, LLC, L.L.C., Limited Company, LC, L.C., Ltd. Liability Company, Ltd. Liability Co., or Limited Liability Co. A name that Wyoming cannot take is carried instead by the separate fictitious name form.

The agent's consent is a page of its own: a Consent to Appointment by Registered Agent, signed by the agent, certifying the agent meets W.S. 17-28-101 through 17-28-111. The company does not sign it.

The LLC form carries 9 items: 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 them.

The packet goes to Wyoming Secretary of State, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne. Out-of-state certificate filings are accepted by mail.

Once the certificate issues, the yearly calendar starts. The license tax falls due on the first day of the month in which the entity registered or qualified, each year. The filing window opens 120 days ahead of the date, and the state sends courtesy emails 60, 30 and 10 days before the due date.

The Secretary of State may revoke a certificate for not delivering annual reports or paying the annual license tax when due; having no registered agent or registered office; not reporting an agent or office change within thirty days; signing a document known to be false; failing to answer a subpoena; or a public-interest ground such as false information that is not corrected. Written notice comes first, and the company then has 60 days to fix each ground.

A company that is done in Wyoming files the matching certificate of withdrawal form. See the withdrawal form page.

Check the ending first, since a name without one cannot be filed. The accepted endings are Limited Liability Company, LLC, L.L.C., Limited Company, LC, L.C., Ltd. Liability Company, Ltd. Liability Co., or Limited Liability Co. For any other name problem the separate fictitious name form carries a substitute, which the company uses in Wyoming while its true name stays at home.

Apart from the agent, every entity keeps the name, mailing and physical address and business telephone number of an officer, director, member, manager, partner or trustee who is authorized to receive communications from the agent. The statute bars the agent, and the agent's staff, from that role unless the agent is itself an officer, director, member or manager.

Revocation appoints the Secretary of State as the company's agent for service of process on claims from the time it was authorized. A revocation leaves the agent's own authority intact.

An amended certificate costs an LLC $60 and a corporation $60. A change to the agent alone is a separate filing and costs $5.

The office does not advise on legal questions, and it processes mail in the order received. Neither fact helps a packet that arrives wrong, so the checking has to happen before it is mailed.

An LLC has taken Wyoming work for a year with no certificate. Expect the $5,000 penalty, with back fees, license taxes, interest and costs added. The application itself still costs $150.

Everything else in the packet is yours to control: you write the application, the agent signs the consent, and the fee is a fixed sum. The certificate is the one item issued by another government, with a clock on it. That is why we give you its last ordering day rather than leave it for you to calculate.

Packets come back for these reasons: a copied or aged certificate, a mismatched organization date, a drop-box agent address, an unsigned consent page, or a name with no LLC ending. We look for each before mailing.

Keep a copy of the packet, the issued certificate, the agent's contact details and the tax due date. A designated contact, an officer or manager, should be on record with the Secretary of State or the agent.