Wyoming Certificate of Authority›Who must apply
Transacting business in Wyoming: the line for foreign entities
Before a foreign entity transacts business here it needs a Wyoming certificate of authority, which costs an LLC $150. 11 named activities fall outside the rule. A Wyoming business lawyer can place your entity against that list.
The statute in outline
The rule starts with a ban: no foreign corporation may transact business without a certificate. Next comes a list of examples that do not count, introduced by "among others", and a later subsection calls the list incomplete. A separate section brings foreign LLCs under the same article.
The list, as the statute gives it
The listed activities are maintaining, defending or settling any proceeding; holding meetings and other internal affairs; bank accounts; offices or agencies for transferring and registering its own securities, and trustees or depositaries for them; selling through independent contractors; soliciting or obtaining orders that must be accepted outside Wyoming to become contracts; creating or acquiring debt, mortgages and security interests in real or personal property; securing or collecting debts and enforcing security; owning real or personal property, without more; an isolated transaction completed within thirty days and not part of repeated transactions of a like nature; and interstate commerce.
Grouped by kind
| Kind | Does not count as transacting business |
|---|---|
| Legal matters | Defending or settling a proceeding |
| Internal affairs | Board, shareholder or member meetings and similar housekeeping |
| Money | Bank accounts, securities transfer offices, borrowing and lending against security, and collecting what is owed |
| Selling | Contractors who are independent, orders whose acceptance happens elsewhere, and trade between states |
| Property | Holding real or personal property and nothing else |
| One-offs | A single transaction that is wrapped up quickly and not repeated |
The isolated transaction has a clock
A deal done once falls outside the rule only if it concludes inside 30 days and is not repeated.
How an LLC ends up under the corporation article
The article on foreign corporations governs foreign LLCs too: 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. So the corporation statute's list answers an LLC's question.
Roles that need no certificate
A foreign corporation, limited partnership or LLC that is an organizer, manager or member of a company does not need a certificate to carry out those duties.
Nonprofits
Wyoming has no state registration requirement for charities and fund raisers, but a nonprofit corporation formed elsewhere may still have to qualify as a foreign corporation.
The Secretary of State on advice
The Business Division does not advise on legal questions. The rule it applies is simple: entities doing business in the state qualify through a certificate of authority application.
Common situations against the list
| Situation | On the statute's list? |
|---|---|
| A Wyoming bank account only | Yes, listed |
| A parcel of land and nothing else | Yes, listed |
| Orders taken here but accepted elsewhere | Yes, if acceptance happens outside Wyoming |
| Sales through independent contractors | Yes, listed |
| A leased warehouse with staff | Not listed; the facts decide |
| One deal closed inside the window | Yes, provided it is not repeated |
The table shows where the statute's list speaks. Where it does not, the facts decide.
What the table cannot tell you
A leased yard, a shop, a crew based in the state or a repeated series of deals sit outside the list. Remote staff, one big contract and goods shipped to Wyoming customers turn on their facts, and no table settles them.
What to write down first
Before you decide, record the place orders are accepted, any property the entity owns or leases here, anyone who works here, and the first date for each. The same record supplies the began-doing-business date on the application.
Who else the bar reaches
The same bar applies to its successor and to anyone assigned a cause of action arising out of that business. 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.
Consequences of crossing the line
A company that works here with no certificate is barred from court: it may not maintain a proceeding in any Wyoming court until it obtains a certificate of authority. Its dealings are protected: failing to obtain a certificate does not impair the validity of the company's acts or stop it defending a proceeding in Wyoming. The money side sits on the late penalty page.
Other agencies
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.
What a certificate changes and what it leaves alone
The entity keeps its home law and its operating agreement. What changes is its permission to transact business in Wyoming.
Our role
Once you decide to apply, we prepare the packet for $199. If you are still deciding, read the guide first.
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.
Who-must-apply questions
Does a parcel of land trigger the rule?
Holding property here and doing nothing else is a listed activity that does not count.
What about shipping goods in?
Orders that need acceptance elsewhere are listed. Other activity inside Wyoming changes the answer.
Must each owner of the LLC apply?
No. A member or manager does not need its own certificate for those duties.
Does the list cover everything?
No. The state calls it non-exhaustive.
How long may a one-off deal run?
Only 30 days, and it must not be repeated.
What do we owe if we skipped the certificate?
$5,000, and back taxes and fees that bear 18 percent interest.
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. 17-16-1501, authority to transact business required
- W.S. 17-16-1533, applicability of chapter to foreign limited liability companies
- Wyoming Secretary of State, business questions and answers
- W.S. 17-16-1502, consequences of transacting business without authority
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.