Wyoming Certificate of Authority›Late penalty
The penalty for transacting business in Wyoming without a certificate
An entity that transacts business in Wyoming with no certificate of authority is liable for a $5,000 penalty and for back fees and license taxes at 18 percent interest, plus reasonable audit expenses and attorney fees. The $150 application is owed as well.
The statute's components
| Component | Amount or rule |
|---|---|
| Penalty | $5,000 |
| Back fees and license taxes | What would have been charged had the entity applied and then filed every report |
| Interest | Charged at 18 percent on the back fees and taxes |
| Audit expenses | Reasonable amounts |
| Attorney fees | Reasonable amounts |
| Application fee | $150 |
Liability is measured in years, and any part of a year counts.
Procedural effects
| Effect | Rule |
|---|---|
| Courts | The entity cannot maintain a proceeding in Wyoming until it holds a certificate |
| Successors and assignees | The same bar applies to them |
| Stay | A court may pause the entity's case while deciding whether a certificate was needed |
| Validity | The entity's acts remain valid and it may defend a proceeding |
Reading the headline
The penalty is $5,000. The back sums are separate and carry 18 percent interest. Counting the application, the amount owed starts at $5,150, with the back fees, taxes, interest and costs still to add.
How back taxes are measured
The statute asks what the entity would have paid had it applied on day one and reported every year since. A year of back tax at the floor is $60 before interest, and a larger Wyoming asset base raises the figure.
Closed courts
The entity is barred from 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.
The stay
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.
Acts stay valid
The statute protects the transactions: failing to obtain a certificate does not impair the validity of the company's acts or stop it defending a proceeding in Wyoming.
The state can hold the certificate
The Secretary of State can withhold the certificate until every tax, fee, interest charge, expense and penalty is paid.
Collection
Collection falls to the attorney general. The statute gives that office the job, while the Secretary of State only decides whether to issue the certificate.
The form's own warning
The application asks for the date the entity began business in Wyoming and notes that back taxes and penalties follow business done without authority.
Applying first against operating first
| Path | Wyoming charges |
|---|---|
| Apply, then operate | $150 application, then the license tax each year |
| Operate, then apply | $5,000 penalty, plus back fees and license taxes, plus 18 percent interest, plus audit expenses and attorney fees, plus the $150 application |
Years or parts of years
Liability is counted by year, with a partial year treated as a year of work. A company that began in the last month of a year therefore carries that whole year's back tax.
Interest and costs
Interest of 18 percent runs on the fees and license taxes, so an old gap grows. On top come reasonable audit expenses and reasonable attorney fees, which the statute assigns to the entity that skipped the certificate.
After the certificate issues
Issue of the certificate starts the entity's regular cycle: the license tax, $60 at the least, falls on the first day of the month in which the entity registered or qualified, each year. Back years are counted apart from that tax.
Applying now
Applying costs $150, and does not waive the penalty. Each additional year of waiting lengthens the back-tax count.
The start date
Whether the entity has transacted business here, and since when, turns on your facts, and a Wyoming business lawyer can answer it. Preparing and mailing the packet is our work, for $199.
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
What is the penalty?
$5,000, plus back fees and license taxes carrying 18 percent interest.
Is interest charged on the penalty itself?
The statute applies it to the fees and license taxes.
Can the entity sue while it is unauthorized?
Not in a Wyoming court.
Are its contracts void?
No. Its acts remain valid.
Does applying erase the penalty?
No. The Secretary of State may hold the certificate until it is paid.
Who collects?
The attorney general.
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
- W.S. 17-16-1502, consequences of transacting business without authority
- Wyoming Secretary of State, business questions and answers
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.