Register a Wyoming Foreign LLC
A Wyoming foreign LLC does business in Wyoming but was formed in a different state or jurisdiction. Foreign LLC registration in Wyoming requires that you submit an Application for Certificate of Authority to Wyoming's Secretary of State and pay a $150 filing fee. Wyoming state statutes don’t firmly define doing business, but in general, any out-of-state LLC with property in the state or making taxable sales to Wyoming residents should register as a foreign LLC. Paying employees in Wyoming, bidding on contracts there, or applying for a professional license in Wyoming are also signs that you'll need to register your LLC as a Wyoming Foreign LLC.
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How to Register a Foreign LLC in Wyoming
Registering a foreign company in Wyoming is technically called foreign qualification. Foreign qualification requires business owners to apply for a Certificate of Authority with Wyoming’s Secretary of State. Here is how you do it:
1. Obtain a Certificate of Good Standing
In order to register with the Wyoming Secretary of State, you will first need a Certificate of Good Standing from your home state. A Certificate of Good Standing tells Wyoming that your LLC is legally allowed to do business in your home state and is current with all state fees, taxes and paperwork.
Though this certificate might have a different name in your state, such as a Certificate of Existence or a Certificate of Fact, every state or territory should be able to provide you with a version of this certificate.
How do I get a Certificate of Good Standing?
Most states allow you to request a Certificate of Good Standing online for a small fee from the same government agency which originally formed your LLC.
2. Appoint a Wyoming Registered Agent
Next, you will need to appoint a Wyoming Registered Agent. Your agent can be a business or someone you know, but that person must have a physical address in Wyoming. Registered agents need to be available during standard business hours and be able to accept legal documents on behalf of your business. In Wyoming, registered agents are also required to keep certain information about the companies they represent, such as the names and addresses of managers or members.
Your registered agent will need to sign a Consent to Appointment by Registered Agent form, which states that your registered agent has agreed to be your point person for receiving service of process. It will need to be filed at the same time as the rest of your foreign qualification paperwork.
Can I be my own registered agent for my Wyoming LLC?
You can serve as your company’s registered agent if you have a physical address in Wyoming. However, doing so restricts you to your registered office during normal business hours, which may interfere with your ability to run the company.
Accordingly, when out-of-state companies move to Wyoming, many choose to hire a Registered Agent Service to handle this important side of the business.
Why hire a Wyoming Registered Agent?
In addition to freeing you from the hassle of staying on-site as your own registered agent, a professional agency also offer the benefit of privacy.
By default, when a company registers in Wyoming, the company contact information becomes public record. When you use a registered agent service, you can use their address on your registration documents instead and minimize the amount of exposure your personal information receives.
3. Complete the Certificate of Authority
To register your foreign LLC in Wyoming, you need to complete the state’s Certificate of Authority application and file it with the Wyoming Secretary of State. Here’s the content you’ll need to provide:
LLC name as registered in home jurisdiction
Home state or country
Date of original LLC formation
Period of duration the LLC will exist (if the LLC has no set end date, write “perpetual.”)
Mailing and principal addresses of the LLC
Name and physical address of Wyoming registered agent
Date when LLC began or will begin doing business in Wyoming—back taxes may apply if the LLC did business in Wyoming prior to registering
Signature from an LLC member, manager or other person approved to sign on behalf of the LLC
Email address (used for sending confirmation of approval)
Registered Agent consent form
Attached copy of certificate of existence/good standing
Ready to do business in the Cowboy State? Register Your Foreign LLC in Wyoming now with Northwest.
How much does it cost to file the Certificate of Authority?
The processing fee for filing a Certificate of Authority in Wyoming is $150. Checks or money orders must be made payable to the Wyoming Secretary of State.
How can I file my Certificate of Authority application?
Wyoming only allows foreign LLCs to register by mail or in person at the Secretary of State’s office. Deliver the Certificate of Authority application, Certificate of Good Standing, and Registered Agent Consent Form (plus the $150 fee) to:
Wyoming Secretary of State
Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020
Do foreign LLCs need to file a Wyoming Certificate of Organization?
No. You’ll only need to file a Certificate of Organization (also known as LLC Articles of Organization) if you’re forming a new LLC. Foreign LLCs in Wyoming just need a Certificate of Authority.
4. Receive Your Certificate of Authority
Once your application has been accepted, you will receive a copy of your LLC’s Certificate of Authority by email.
How long does it take for Wyoming to process the Certificate of Authority?
It can take Wyoming up to 15 business days (plus time for mailing) to process your Certificate of Authority. All filings are processed in the order they are received. You can informally check the application’s status by visiting the Secretary of State’s Business Center, where the date the most recently processed filings were received is listed.
Wyoming Foreign LLC Registration FAQ
How do I amend a foreign LLC in Wyoming?
To amend your LLC’s registration, you’ll need to complete an Amendment to Certificate of Authority. Submit the form in duplicate to the Secretary of State by mail or in person, along with the $60 filing fee. It may take up to 15 days for the amendment to be accepted. The Secretary of State’s office will notify you of the amendment by email.
Learn more about how to File a Wyoming LLC Amendment.
What constitutes doing business in Wyoming?
Wyoming law doesn’t define business activity too strictly because of the ever-changing business landscape, leaving laws around doing business open to interpretation by judges. But broadly speaking, any business maintaining an office, paying employees, or making taxable sales to state residents should consider itself as transacting business.
Activities that do NOT constitute transacting business in Wyoming include, but are not limited to:
Legal processes, such as defending or settling lawsuits
Holding board meetings
Maintaining bank accounts
Maintaining offices for the transfer of securities
Selling goods or services through an independent contractor
Soliciting orders (before they become contracts)
Isolated, non-repeating transactions completed within 30 days
Transacting business in interstate commerce
Read up on What Exactly Does “Doing Business” in Another State Mean?
Do I have to file an annual report for my Wyoming foreign LLC?
Yes. Wyoming Annual Reports are due on the first day of the anniversary month of when the LLC originally registered to do business in Wyoming. For example, if your foreign LLC registers to do business on February 19th, the LLC’s annual report will be due on February 1st of the following year. If not paid within 60 days of the due date, your LLC may be administratively dissolved.
Wyoming’s annual report has a minimum fee of $60 for an LLC with total assets of $300,000 or less—more than that, and the total value is taxed at a multiple of 0.002. When filing online, there’s an additional $2 processing fee.
How are foreign LLCs in Wyoming taxed?
A foreign LLC in Wyoming is taxed as a pass-through entity by default. This means that the LLC itself doesn’t pay taxes. Instead, its profits (or losses) pass through the LLC and onto the tax returns of the members of the LLC. The members are then responsible for paying taxes to the IRS. LLCs can also elect to be taxed as an S-Corp or C-Corp.
Wyoming has no state income tax, which means that once you’ve filed your federal taxes, you are essentially done. However, you must pay any applicable Wyoming sales taxes, just like a domestic Wyoming LLC.
For more information on taxes in the Cowboy State, check out our Wyoming tax guide.
How can I withdraw my Wyoming foreign LLC?
To withdraw a foreign LLC in Wyoming, you need to submit two copies of a completed Certificate of Withdrawal (along with a $60 filing fee) to Wyoming’s Secretary of State.