Wyoming Certificate of Authority›Withdrawal form
The Wyoming certificate of withdrawal, statement by statement
A foreign LLC surrenders its authority by filing the Foreign Limited Liability Company Application for Certificate of Withdrawal. A profit corporation files the Foreign Profit Corporation Application for Certificate of Withdrawal. We prepare either for $199.
The withdrawal in brief
- LLC form
- Foreign Limited Liability Company Application for Certificate of Withdrawal
- Corporation form
- Foreign Profit Corporation Application for Certificate of Withdrawal
- Agent
- Revoked on the form
- LLC signer
- A member, a manager or another authorized individual named in the operating agreement
- Coming back
- A new application, $150
- Filed with
- Wyoming Secretary of State, Business Division
The statements
The LLC form sets out the company's name and home law; that it no longer transacts business in Wyoming and surrenders its authority; that it revokes its registered agent's authority to accept service and appoints the Secretary of State as its agent for claims from the time it was authorized; the mailing address where the Secretary of State may send a copy of any process; and its promise to report any change of that address.
Finished here
By signing, the entity declares that its Wyoming business has ended and that it gives up its authority. Sign only when that is so.
The Secretary of State as agent
The entity cuts off its registered agent's authority and designates the Secretary of State to receive claims arising in the authorized years. Once the withdrawal is effective, service on the Secretary of State counts as service on the company, and the Secretary of State forwards the copy to the mailing or email address on the filing.
The mailing address
Supply a mailing address to which copies of served process can be sent. The statute adds an email address for the same purpose.
Future changes
The entity promises to notify the Secretary of State of any later change of that mailing address.
The evidence email
Filing evidence goes to the email on the LLC form, and the form accepts several addresses.
Signature
An LLC form is signed by a member, a manager or another authorized individual named in the operating agreement. A corporation form is signed by the chairman of the board, the president or another officer.
The duty to file
Under the statute a foreign corporation withdraws only by obtaining a certificate of withdrawal.
Revocation is the other way out
The Secretary of State can end a certificate against the company's will: the Secretary of State serves written notice; if the company does not correct each ground, or show that it does not exist, within sixty days after service is perfected, the Secretary of State may sign and file a certificate of revocation stating the grounds and the effective date. The authority ends on the effective date stated in the certificate of revocation.
What revocation does to service
Revocation appoints the Secretary of State as the company's agent for service of process on claims from the time it was authorized. The registered agent's own authority carries on.
Returning after revocation
An officer or other person with authority at the time of revocation applies within two years after the revocation takes effect, states that the grounds were eliminated or never existed, and pays the delinquent fees and taxes with the reinstatement fee. An entity that withdrew starts over with a new application at $150.
Before you file
Before filing, check that the entity has wound up its Wyoming business, and pay any yearly tax that is due. The agent should know the engagement is ending; an agent's resignation is a separate $5 filing for each entity.
Yearly tax first
Once the due date passes, an unpaid tax makes the entity delinquent as of the second day of the following month; with nothing filed 60 days after the due date, it is administratively dissolved.
The two withdrawal forms
| Entity | Form | Signer |
|---|---|---|
| Limited liability company | Foreign Limited Liability Company Application for Certificate of Withdrawal | A member, a manager or another authorized individual named in the operating agreement |
| Profit corporation | Foreign Profit Corporation Application for Certificate of Withdrawal | The chairman of the board, the president or another officer |
Through us
Tell us the entity has stopped working in Wyoming and whether the agent is leaving. We prepare the form for $199.
Preparing the withdrawal through us
Confirm the entity has stopped
No Wyoming business is being transacted.
Sign
An authorized individual signs.
We send it
To the Secretary of State.
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.
Withdrawal questions
What does the form declare?
That its Wyoming work is over and the authority is given back.
Can the entity still be served?
Yes: service on the Secretary of State counts, and a copy is sent on to the address in the filing.
Who signs for an LLC?
A member, a manager or another authorized individual named in the operating agreement.
What happens to the agent?
The form ends the agent's authority to accept service.
What does coming back cost?
A fresh application at $150.
What does reinstatement after a tax lapse cost?
$100 on top of the unpaid sums.
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
- Wyoming Secretary of State, foreign LLC application for certificate of withdrawal
- Wyoming Secretary of State, foreign profit corporation application for certificate of withdrawal
- Wyoming Secretary of State, Business Division
- Wyoming Secretary of State, business questions and answers
- W.S. 17-16-1520, withdrawal of foreign corporation
- W.S. 17-16-1531, procedure for and effect of revocation
- W.S. 17-16-1535, reinstatement following revocation
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.