Register your business in Wyoming

LLCs and corporations file with the Wyoming Secretary of State⁴ in the Business Center at wyobiz.wyo.gov¹. A sole proprietorship has no formation filing. A name other than the legal name can be registered as a trade name. That registration is optional.

What’s different in Wyoming

• The yearly charge follows assets in Wyoming, and the due date follows your formation month. The license tax is $60 or two-tenths of one mill on the dollar ($.0002) of assets located and employed in Wyoming, whichever is greater². It is due the first day of the anniversary month of formation³. Stay compliant has the calendar.
• A name that starts with the letter A is a paper filing. The filing screen and the name guide do not use the same words. Details are below.
• You can be your own registered agent if you live in Wyoming and have a street address here. A commercial agent who lets a yearly registration lapse can put every company on that list at risk of dissolution.
• A trade name is optional. It does not create the company.
• Filed online, a domestic entity is active immediately. Mail takes a maximum of 15 business days².

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor can skip to step 7. Pick an entity compares them. Wyoming has no individual or corporate income tax¹⁴. That fact does not pick the entity for you.
2. Check the name in the Business Center. An LLC name must include "limited liability company" or an abbreviation such as LLC, L.L.C., limited company, LC, L.C., Ltd. liability company, Ltd. liability co., or limited liability co.⁷, and it may not use words that say the company is a corporation or a nonprofit. Under W.S. 17-16-401, the words corporation, company, incorporated, and limited are not distinguishable from one another, and differences in singular and plural, punctuation, capitalization, and the words the, and, and a¹² do not count either. The filer has to run the search. The office reviews it the next business day, and a name that is not distinguishable can mean more paperwork and another fee. Search the web and the federal trademark database too.
3. Use paper when the name requires it. On the filing screen, any entity beginning with the letter A has to be filed on paper for a manual review¹. The name guide says a name beginning with the letter A followed by a space, or a name that contains special characters, has to be filed on paper.* Those two sentences are not the same. The examples on the filing screen are names such as “A Red Wagon LLC” and “A.J. Construction LLC.” A name such as Acme LLC is not in the examples. Check the screen before you assume an online filing will open. Paper is also required for names that use education words or banking words, including academy, college, school, university, bank, and trust⁵, and the named agency has to approve them.
4. Choose a registered agent. The registered agent guide says every business entity filed in Wyoming has to keep a registered agent in the state. The agent can be an individual who lives in Wyoming, or a business entity authorized to transact business in Wyoming. An individual has to be at least 18, living in Wyoming, with a physical Wyoming address. The office has to be a physical Wyoming address, not a post office box, drop box, mail forwarding service, or UPS store. The guide adds that a signed Consent to Appointment by Registered Agent has to come with a paper filing, and an online filer has to certify that they have the consent and keep it. Changing the agent later is $5⁴, and the form is signed and mailed. If the agent leaves and you do not replace one, the entity is dissolved or revoked⁶.
5. File in the Business Center. The fee depends on the structure, below. Online payment adds a credit card processing fee of 2.4% of the filing fee, at least $1¹. A domestic filing made in the online form is active immediately. Anything you mail takes a maximum of 15 business days².
6. Ask for expedited review only if you need a date. Same business day is $1,400, submitted by noon Mountain Time. Next business day is $700, submitted by 5 p.m. Mountain Time. Send it in person or by email, not by mail, and not by check. What you buy is examination within the stated time, not acceptance of the filing¹¹. A trade name cannot be expedited⁹.
7. Register a trade name only if you want one. It is not mandatory². Details are below.
8. Calendar the annual report. It is due the first day of the anniversary month of formation. Example: a May 15 formation is due May 1 of each year³. You may file up to 120 days before the due date². The pages do not say whether a company owes a report in the same month it is formed.* Check the due date on your record after the filing is accepted. Selling taxable goods is a separate registration: Get your tax IDs.

By structure

LLC

File Articles of Organization for $100. The articles state the name, the street address of the initial registered office, and the name of the initial registered agent. The company is member-managed unless the articles or the operating agreement say it is manager-managed. The operating agreement is the members' agreement, which may be oral, written, implied, or a mix of those¹². The Act does not say to attach that agreement to the articles.

Not ready to file? Reserve the name for 120 days for $60. The reservation is by mail, up to 15 business days, and not required if you are filing the articles at the same time⁷.

The annual license tax is $60 or two-tenths of one mill on the dollar ($.0002) of assets located and employed in Wyoming, whichever is greater. You pay the $60 minimum when assets located and employed in Wyoming are $300,000 or less. At $1,210,000 of assets located and employed in Wyoming, the FAQ’s example is $242². Under W.S. 17-29-209, the report gives financial information current as of the end of the fiscal year before the report is signed, and every other item current as of the day it is signed¹². The annual report page says information should be current as of the day the annual report is submitted³. For the asset figure, the statute’s fiscal year-end is the rule.

A series LLC pays $10¹² for each series, on top of the articles or the amendment. Disclose it in the articles, or in an amendment within 30 days of creating the series. The rules require one registered agent for the LLC and every series, and a series cannot itself be a registered agent¹⁵. The naming pattern is on the series rules.

Corporation

File articles of incorporation for $100⁴. W.S. 17-16-401 says the words corporation, company, incorporated, and limited are not distinguishable from one another. That section does not require those words in a corporate name. A corporate name can be reserved for a nonrenewable 120 days¹² for $60⁸ on the reservation form.

The corporation then pays the same asset-based license tax as an LLC. S corporation status is a federal election. Entity and tax election explains the difference. Wyoming has no corporate income tax to elect into.

A profit corporation that lost its agent reinstates for $250⁴ on the fee schedule. An LLC in that same spot is a different figure, below.

Nonprofit

Articles are $50. The annual report is a flat $25⁴ on both the fee schedule and the business FAQ. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership

A limited partnership files a certificate for $100. A foreign limited partnership’s registration is $150. A registered limited liability partnership files a statement of registration for $100⁴. Each of those then pays the same asset-based annual license tax as an LLC.

A general partnership needs no formation filing. Under W.S. 17-21-202, two or more people who carry on a business for profit as co-owners create a partnership, whether or not they intend to. Under W.S. 17-21-303, a partnership may file a statement of partnership authority¹². The fee schedule prices that statement at $10⁴.

Sole proprietorship

No formation filing with the Secretary of State. A trade name is optional. Sales tax registration and any license your work needs still apply.

Trade names

File an Application for Registration of Trade Name when you want a name other than the legal name on record. The fee is $100. The application is signed and notarized. The form says the name has to already be in use in Wyoming, and a business entity applicant has to already be registered and in good standing. It is up to 15 business days after the office receives it, and only by mail. It cannot be expedited. The registration lasts ten years, and is renewable⁹. Renewal is $50. A trade name can be reserved for 120 days¹⁰ for $30⁴ on the reservation form.

Formed in another state

An entity doing business in Wyoming files for authority. An LLC’s certificate of authority is $150¹². A profit corporation’s is $150⁴ on the fee schedule. The application goes by mail, and mail takes a maximum of 15 business days². You need a Wyoming registered agent first.

Doing business without authority costs a $5,000 penalty, plus the fees and license taxes, interest of 18%, audit expenses, and attorney fees². The FAQ tells you to read the statute and, if you are still unsure you are transacting business here, to consult a lawyer. The Business Division does not give that advice. Forming in another state covers the tradeoffs.

Wyoming also files statutory trusts, statutory foundations, and decentralized autonomous organizations. The fee schedule prices the trusts and foundations. Under W.S. 17-23-117, a statutory trust pays an annual tax of $100, due and payable January 2 of each year¹². The annual report wizard says the report is due January 1 of each year³. Filing by that date also meets the statute’s date.

What you get back

Online, a domestic filing is active immediately. You will need the accepted articles for your EIN and your bank. An electronic certificate of good standing is free². The fee schedule lists $20⁴ for a certificate of existence or good standing. Use the free electronic one unless you need the paper certificate.

Reminders are courtesy emails 60, 30, and 10 days before the due date. If the report is missed, the FAQ says the entity is delinquent on the second day of the month after the due date, then administratively dissolved if the report is not filed within 60 days after the due date. The statutes count from the notice, not the due date: under W.S. 17-29-705, an LLC forfeits its articles if it does not comply within 60 days of the notice, and under W.S. 17-16-1421, a corporation is administratively dissolved if it does not fix the problem within 60 days after the notice is served. The notice is the date to answer. Reinstatement is within two years, and not after that². For an LLC’s missed license tax, the fee schedule lists $100 and the LLC Act says you pay the delinquent fees. For a missing agent, the fee schedule lists $350⁴ and the Act says a reinstatement fee the Secretary of State sets by rule, plus a $250 penalty, for a company that lost its agent. The Act also says the company keeps its name during the two-year reinstatement period after it loses its agent¹². The schedule and the Act do not show the same arithmetic.* Check the total before you pay.

An administratively dissolved name becomes available two years after the inactive date. A name dissolved by the company becomes available immediately⁵.

If your agent is commercial, an agent who represents 10 or more entities, or who represents another commercial registered agent, has to register as a commercial registered agent. Annual renewals received October 1 through November 30 cost $50. New commercial agents may register at any time during the year, but must renew annually. The Secretary of State’s registration page says a late renewal in December incurs an additional $50 late fee. If registration expires, every entity that agent represents no longer has a registered agent and can be administratively dissolved¹⁶.